Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Mirle Annual Report 2021

Dec 2, 2021

52102_rns_2021-12-02_7c189852-aa2c-47b5-95ec-2a3bd1a06f99.pdf

Annual Report

Open in viewer

Opens in your device viewer

Mirle Automation Corporation and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2021 and 2020 and Independent Auditors’ Report

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2021 are all the same as the companies required to be included in the consolidated financial statements of the parent company and its subsidiaries under International Financial Reporting Standard 10 “Consolidated Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of the parent company and its subsidiaries. Hence, we did not prepare a separate set of consolidated financial statements of affiliates.

Very truly yours,

MIRLE AUTOMATION CORPORATION

By

Sun Houng Chairman

March 17, 2022

  • 1 -

==> picture [594 x 158] intentionally omitted <==

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Mirle Automation Corporation

Opinion

We have audited the accompanying consolidated financial statements of Mirle Automation Corporation and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2021 is described as follows:

The Group is mainly engaged in the design, development, production and sale of medical equipment and its components, and provides after-sales services for these products. The Group also develops and sells software and databases used in automation equipment, and provides construction planning, installation, consulting and maintenance services for the above products.

Construction contract revenue is the Group’s major source of revenue (accounting for about 72% of total revenue). According to the International Financial Reporting Standards, construction contract revenue should be recognized based on the percentage of completion method. If the contract is expected to incur losses, the total loss should be recognized all at once.

  • 2 -

Due to the fact that the contract or order may be started before the contract or order is confirmed, and the revenue will be recognized in advance according to the percentage of completion of the job, there is a risk that the amount of revenue recognized is incorrect; therefore, we considered the authenticity of the contract or order as a significant risk and deemed it as a key audit matter. Refer to Notes 4 and 23 to the consolidated financial statements for the relevant accounting policies on revenue.

The audit procedures performed in response to the aforementioned key audit matter were as follows:

  1. We understood the internal controls of the contracts and orders, and tested the operating effectiveness of the controls.

  2. We confirmed that the recognized construction contract revenue was based on actual contracts or orders.

Other Matter

We have also audited the parent company only financial statements of Mirle Automation Corporation as of and for the years ended December 31, 2021 and 2020, on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the supervisor, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 3 -

  5. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  6. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  7. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Mei-Chen Tsai and Ming Hui Chen.

Deloitte & Touche Taipei, Taiwan Republic of China

March 17, 2022

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

  • 4 -

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4, 6 and 29)
Financial assets at fair value through profit or loss - current
(Notes 4, 7 and 29)
Contract assets - current (Notes 4, 5, 23 and 30)
Notes receivable (Notes 4, 9, 23 and 29)
Accounts receivable (Notes 4, 9, 23 and 29)
Receivables from related parties (Notes 4, 23, 29 and 30)
Other receivables (Notes 4, 9 and 29)
Other receivables from related parties (Notes 4, 29 and 30)
Inventories (Notes 4, 5 and 10)
Other current assets (Notes 4 and 17)
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income -
non-current (Notes 4, 8 and 29)
Investments accounted for using the equity method (Notes 4 and 12)
Property, plant and equipment (Notes 4, 13 and 35)
Right-of-use assets (Notes 4, 14 and 35)
Intangible assets (Notes 4, 30 and 31)
Goodwill (Notes 4, 15 and 28)
Deferred income tax assets (Notes 4 and 25)
Prepayments for equipment
Refundable deposits (Note 29)
Prepayments for investments (Note 17)
Total non-current assets
2021
Amount
%
$ 3,152,743
27
100,078
1
2,950,299
25
62,585
1
487,299
4
2,083
-
124,097
1
380
-
1,449,655
12

164,440

1

8,493,659

72
48,697
1
44,991
-
2,627,425
22
334,043
3
54,962
1
42,389
-
7,779
-
25,046
-
102,094
1

-

-

3,287,426

28
2020
Amount
%
$ 2,841,783
25
-
-
2,615,024
23
234,469
2
625,506
6
1,993
-
59,001
1
-
-
1,503,416
13

176,149

2

8,057,341

72
39,098
-
37,374
-
2,449,453
22
360,833
3
51,661
1
43,906
1
7,779
-
23,147
-
127,937
1

10,000

-

3,151,188

28


























TOTAL $ 11,781,085 100 $ 11,208,529 100

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term bank loans (Notes 18 and 29)
Contract liabilities - current (Notes 4, 5 and 23)
Notes payable (Note 29)
Accounts payable (Note 29)
Accounts payable to related parties (Notes 29 and 30)
Current tax liabilities (Notes 4 and 25)
Provisions - current (Notes 4 and 20)
Lease liabilities - current (Notes 4, 14 and 29)
Current portion of long-term bank loans (Notes 18 and 29)
Accrued expenses and other current liabilities (Notes 19, 29 and 30)
Total current liabilities
NON-CURRENT LIABILITIES
Long-term bank loans (Notes 18 and 29)
Lease liabilities - non-current (Notes 4, 14 and 29)
Net defined benefit liabilities - non-current (Notes 4 and 21)
Guarantee deposits received (Note 29)
Other non-current liabilities
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE
CORPORATION (Notes 4 and 22)
Share capital
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity
Exchange differences on the translation of the financial
statements of foreign operations
Unrealized valuation gain (loss) on financial assets at fair
value through other comprehensive income
Total equity attributable to shareholders of the Corporation
NON-CONTROLLING INTERESTS (Notes 4 and 22)
Total equity
TOTAL
2021
Amount
%
$ 300,000
3
1,338,964
11
107,786
1
3,083,183
26
13,133
-
162,977
1
11,626
-
25,931
-
42,724
-

754,548

7

5,840,872

49
1,188,643
10
234,484
2
302,945
3
318
-

77

-

1,726,467

15

7,567,339

64
1,955,312
17
254,964
2
902,775
8
152,050
1
1,103,145
9
(160,814)
(1)

(7,045)

-
4,200,387
36

13,359

-

4,213,746

36
$ 11,781,085
100
2020







































Amount
%
$ 300,000
3
1,676,671
15
63,447
1
2,641,198
24
5,278
-
160,823
1
4,356
-
24,241
-
5,000
-

595,338

5

5,476,352

49
1,058,967
9
257,252
2
306,390
3
318
-

88

-

1,623,015

14

7,099,367

63
1,955,312
18
253,729
2
852,644
8
173,348
1
1,016,226
9
(144,404)
(1)

(7,645)

-
4,099,210
37

9,952

-

4,109,162

37
$ 11,208,529
100

The accompanying notes are an integral part of the consolidated financial statements.

  • 5 -

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET SALES (Notes 4, 23, 30 and 35)

OPERATING COSTS (Notes 4, 10, 24, 27 and 30)

GROSS PROFIT

OPERATING EXPENSES (Notes 24 and 30)
Selling and marketing expense
General and administrative expense
Research and development expense
Expected credit gain

Total operating expenses

OTHER OPERATING INCOME AND EXPENSES
(Note 24)

PROFIT FROM OPERATIONS

NONOPERATING INCOME AND EXPENSES
Interest income (Note 24)
Other income (Notes 16, 24 and 27)
Other gains and losses (Notes 24 and 30)
Finance costs (Note 24)
Share of loss of associates (Note 12)
Foreign exchange loss, net

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 25)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS) (Note
22)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans
2021
Amount
%
$ 9,861,403 100

7,816,372
79


2,045,031
21

454,971
5
510,421
5
396,118
4

(8,414)

-


1,353,096
14


(537)

-


691,398

7

20,979
-
30,834
-
(6,233)
-
(11,658)
-
(29,116)
-

(79,604)
(1)


(74,798)
(1)

616,600
6

85,198

1


531,402

5

(21,082)
-
2020






























Amount
%
$ 8,908,665 100

7,025,359
79

1,883,306
21

360,546
4

432,550
5

422,972
4

(64)

-

1,216,004
13

1,668

-

668,970

8

22,999
-

56,526
1

(5,382)
-

(13,656)
-

(20,915)
-

(130,769)
(2)

(91,197)
(1)

577,773
7

64,389

1

513,384

6

(11,169)
-
(Continued)
  • 6 -

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Unrealized gain on investments in equity
instruments at fair value through other
comprehensive income

Items that may be reclassified subsequently to profit
or loss:
Exchange differences on the translation of the
financial statements of foreign operations

Other comprehensive (loss) income for the year
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

NET PROFIT ATTRIBUTABLE TO
Shareholders of the Corporation

Non-controlling interests


TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO
Shareholders of the Corporation

Non-controlling interests



EARNINGS PER SHARE (Note 26)

Basic

Diluted
2021
Amount
%
$ 600
-

(16,507)

-


(36,989)

-

$ 494,413

5

$ 527,896
5

3,506

-

$ 531,402

5

$ 491,004
5

3,409

-

$ 494,413

5



$ 2.70

$ 2.70
2020


























Amount
%
$ 754
-

20,542

-

10,127

-
$ 523,511

6
$ 513,367
6

17

-
$ 513,384

6
$ 523,496
6

15

-
$ 523,511

6
$ 2.63
$ 2.62

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

  • 7 -

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)


BALANCE, JANUARY 1, 2020
Appropriation of 2019 earnings
Legal reserve
Special reserve
Cash dividends distributed by the Corporation -
25%
Other changes in capital surplus
Changes in capital surplus from investments in
associates accounted for using the equity method
Net profit for the year ended December 31, 2020
Other comprehensive (loss) income for the year ended
December 31, 2020

Total comprehensive income for the year ended
December 31, 2020

Non-controlling interests

BALANCE, DECEMBER 31, 2020
Appropriation of 2020 earnings
Legal reserve
Special reserve
Cash dividends distributed by the Corporation -
20%
Other changes in capital surplus
Changes in percentage of ownership interests in
subsidiaries
Changes in capital surplus from investments in
associates accounted for using the equity method
Net profit for the year ended December 31, 2021
Other comprehensive (loss) income for the year ended
December 31, 2021

Total comprehensive income (loss) for the year ended
December 31, 2021

Non-controlling interests

BALANCE, DECEMBER 31, 2021
Equity Attributable to Shareholders of the Corporation Equity Attributable to Shareholders of the Corporation Equity Attributable to Shareholders of the Corporation Equity Attributable to Shareholders of the Corporation Non-controlling
Total
Interests
$ 4,069,951
$ 182

-
-
-
-
(488,828 )
-
(5,409 )
-
513,367
17

10,129

(2)


523,496

15


-

9,755


4,099,210
9,952
-
-
-
-
(391,062 )
-
2
-
1,233
-
527,896
3,506

(36,892)

(97)


491,004

3,409


-

(2)

$ 4,200,387
$ 13,359
Total Equity
$ 4,070,133
-
-
(488,828 )
(5,409 )
513,384

10,127

523,511

9,755
4,109,162
-
-
(391,062 )
2
1,233
531,402

(36,989)

494,413

(2)
$ 4,213,746

Share Capital
Capital Surplus Retained Earnings Unrealized
Valuation
Exchange
Gain (Loss) on
Differences on
Financial
Translation
Assets
of the Financial at Fair Value
Statements of Through Other
Foreign
Comprehensive
Total
Operations
Income
$ 2,029,741
$ (164,948 ) $ (8,399 )

-
-
-

-
-
-

(488,828 )
-
-

(893 )
-
-

513,367
-
-

(11,169)

20,544

754


502,198

20,544

754


-

-

-


2,042,218
(144,404 )
(7,645 )

-
-
-

-
-
-

(391,062 )
-
-

-
-
-

-
-
-

527,896
-
-

(21,082)

(16,410)

600


506,814

(16,410)

600


-

-

-

$ 2,157,970
$ (160,814)
$ (7,045)
Equity
Component of
Convertible
Investments
Bonds Issued Accounted for
by the
Using the
Corporation
Equity Method
$ 234,579
$ 4,516
-
-
-
-
-
-
-
(4,516 )
-
-

-

-


-

-


-

-

234,579
-
-
-
-
-
-
-
-
2
-
1,233
-
-

-

-


-

-


-

-

$ 234,579
$ 1,235
Treasury
Shares
Transactions
$ 19,150

-

-

-

-

-

-


-


-


19,150

-

-

-

-

-

-

-


-


-

$ 19,150
Total

$ 258,245

-

-

-

(4,516 )

-

-


-


-


253,729

-

-

-

2

1,233

-

-


-


-

$ 254,964
Number of
Shares
(In Thousands)
195,531

-
-
-

-
-

-


-


-

195,531
-
-
-
-

-
-

-


-


-


195,531

Amount
$ 1,955,312

-
-
-
-
-

-


-


-

1,955,312
-
-
-
-
-
-

-


-


-

$ 1,955,312
Unappropriated
Legal Reserve Special Reserve
Earnings
$ 785,624 $ 108,311 $ 1,135,806

67,020
-
(67,020 )

-
65,037
(65,037 )

-
-
(488,828 )

-
-
(893 )

-
-
513,367

-

-

(11,169)


-

-

502,198


-

-

-


852,644
173,348
1,016,226

50,131
-
(50,131 )

-
(21,298 )
21,298

-
-
(391,062 )

-
-
-

-
-
-

-
-
527,896

-

-

(21,082)


-

-

506,814


-

-

-

$ 902,775
$ 152,050
$ 1,103,145

The accompanying notes are an integral part of the consolidated financial statements.

  • 8 -

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit gain
Net gain on fair value changes of financial assets at fair value
through profit or loss
Finance costs
Interest income
Share of loss of associates
Loss (gain) on disposal of property, plant and equipment
Loss on disposal of other assets
Reversal of write-down of inventories
Net loss on foreign currency exchange
Lease modification benefits
Changes in operating assets and liabilities
Contract assets
Notes receivable
Accounts receivable
Receivable from related parties
Other receivables
Other receivables from related parties
Inventories
Other current assets
Contract liabilities
Notes payable
Accounts payable
Accounts payable to related parties
Provisions
Accrued expenses and other current liabilities
Net defined benefit liabilities

Cash generated from operations
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Cash returns from capital reduction of investments in financial assets at
fair value through other comprehensive income
Acquisition of financial assets at fair value through profit or loss
Disposal of financial assets at fair value through profit or loss
Acquisition of long-term investments accounted for using the equity
method
Increase in prepayments for long-term investments
2021
$ 616,600
150,904
28,764
(8,414)
(384)
11,658
(20,979)
29,116
537
-
(7,122)
6,354
-
(335,275)
171,807
163,799
(90)
(65,096)
(380)
60,973
10,659
(337,707)
44,339
444,369
7,855
7,270
129,322

(24,527)

1,084,352

(83,044)


1,001,308

1,001
(420,000)
320,306
(35,371)
-
2020
$ 577,773

148,021

22,662

(64)

(204)

13,656

(22,999)

20,915

(1,697)

29

(19,637)

66,142

(10)

(16,312)

(136,013)

421,831

2,007

18,203

-

723,485

33,761

155,977

(12,044)

(695,042)

5,087

(3,679)

(161,855)

(13,226)

1,126,767

(45,054)

1,081,713

972

(530,000)

530,204

(39,280)

(10,000)
(Continued)
  • 9 -

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Net cash outflow on acquisition of subsidiaries

Acquisition of property, plant and equipment
Disposal of property, plant and equipment
Decrease in refundable deposits
Acquisition of intangible assets
Increase in prepayments for equipment
Interest received

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term bank loans
Decrease in short-term bank loans
Proceeds from long-term bank loans
Repayments of long-term bank loans
Decrease in guarantee deposits received
Repayment of the principal portion of lease liabilities
Dividends paid
Interest paid

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH HELD IN FOREIGN CURRENCIES

NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR

CASH AND CASH EQUIVALENTS, END OF THE YEAR
2021
$ -
(272,473)
175
25,843
(32,158)
(1,899)

22,029


(392,547)

320,000
(320,000)
172,400
(5,000)
-
(24,859)
(391,062)

(11,623)


(260,144)


(37,657)

310,960

2,841,783

$ 3,152,743
2020
$ (23,130)

(336,740)

19,498

19,902

(22,737)

(3,769)

13,589

(381,491)

2,780,000

(3,380,000)

1,058,967

(5,000)

(3,212)

(25,011)

(488,828)

(13,608)

(76,692)

7,149

630,679

2,211,104
$ 2,841,783

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

  • 10 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

1. GENERAL INFORMATION

Mirle Automation Corporation (the “Corporation”) was incorporated in Hsinchu Science Industrial Park, Republic of China (ROC) on February 2, 1989 and commenced business on March 16, 1989. The Corporation is mainly engaged in the business of automation equipment systems and its components, various parking facilities, medical equipment and the design, development, production and sale of the automation equipment used in these products, and also provides after-sales services for the products. The Corporation is also engaged in the leasing business, and develops and sells software and databases that are used in automation equipment. Moreover, the Corporation also provides construction planning, installation, consulting and maintenance services for the above products.

The Corporation’s shares were listed and have been trading on the Taiwan Stock Exchange (TWSE) since September 2001.

The consolidated financial statements are presented in the Corporation’s functional currency, the New Taiwan dollar.

2. APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements were approved by the board of directors and authorized for issue on March 17, 2022.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

The initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Corporation and the entities controlled by the Corporation (collectively, the “Group”) accounting policies.

  • b. The IFRSs endorsed by the FSC for application starting from 2022
New IFRSs
“Annual Improvements to IFRS Standards 2018-2020”

Amendments to IFRS 3 “Reference to the Conceptual Framework”

Amendments to IAS 16 “Property, Plant and Equipment - Proceeds
before Intended Use”

Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a
Contract”
Effective Date
Announced by International
Accounting Standards Board
(IASB)
January 1, 2022 (Note 1)
January 1, 2022 (Note 2)
January 1, 2022 (Note 3)
January 1, 2022 (Note 4)
  • 11 -

  • Note 1: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.

  • Note 2: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.

  • Note 3: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.

  • Note 4: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

As of the date the consolidated financial statements were authorized for issue, the Group has assessed that the application of the above standards and interpretations will not have a material impact on the Group’s financial position and financial performance.

  • c. New IFRSs in issued but not yet endorsed and issued into effect by the FSC
New IFRSs
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between An Investor and Its Associate or Joint Venture”

IFRS 17 “Insurance Contracts”

Amendments to IFRS 17

Amendments to IFRS 17 “Initial Application of IFRS 9 and IFRS 17 -
Comparative Information”

Amendments to IAS 1 “Classification of Liabilities as Current or
Non-current”

Amendments to IAS 1 “Disclosure of Accounting Policies”

Amendments to IAS 8 “Definition of Accounting Estimates”

Amendments to IAS 12 “Deferred Tax related to Assets and
Liabilities arising from a Single Transaction”
Effective Date Announced by
the IASB (Note 1)
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023 (Note 2)
January 1, 2023 (Note 3)
January 1, 2023 (Note 4)
  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

  • Note 2: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • Note 3: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.

  • Note 4: Except for deferred taxes that will be recognized on January 1, 2022 for temporary differences associated with leases and decommissioning obligations, the amendments will be applied prospectively to transactions that occur on or after January 1, 2022.

  • 12 -

As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of the above standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.

  • b. Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for an asset or liability.

  • c. Classification of current and non-current assets and liabilities

Current assets include:

  • Assets held primarily for the purpose of trading;

  • Assets expected to be realized within 12 months after the reporting period; and

  • Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

Current liabilities include:

  • Liabilities held primarily for the purpose of trading;

  • Liabilities due to be settled within 12 months after the reporting period; and

  • Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

Assets and liabilities that are not classified as current are classified as non-current.

The Group is engaged in the construction business, which has an operating cycle of over 1 year. The normal operating cycle applies when considering the classification of the Group’s construction-related assets and liabilities.

  • 13 -

d. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Corporation and the entities controlled by the Corporation (i.e., its subsidiaries).

Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group.

All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the shareholders of the Corporation and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the interests of the Group and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the shareholders of the Corporation.

See Note 11, Table 5 and Table 6 for detailed information on subsidiaries (including percentages of ownership and main businesses).

e. Business combinations

Acquisitions of businesses are accounted for using the acquisition method. Acquisition-related costs are generally recognized in profit or loss as they are incurred.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interests in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation at the non-controlling interests’ proportionate share of the recognized amounts of the acquiree’s identifiable net assets.

f. Foreign currencies

In preparing the financial statements of each individual entity, transactions in currencies other than the entity’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items denominated in foreign currencies that are measured at fair value are retranslated at the rates prevailing at the date when the fair value is determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are

  • 14 -

recognized directly in other comprehensive income; in which cases, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary item denominated in a foreign currency and measured at historical cost is stated at the reporting currency as originally translated from the foreign currency.

For the purpose of presenting consolidated financial statements, the financial statements of the Group’s foreign operations (including subsidiaries and associates in other countries) that are prepared using functional currencies which are different from the currency of the Group are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income (attributed to the shareholders of the Corporation and non-controlling interests as appropriate).

g. Inventories

Inventories consist of raw materials, supplies, finished goods and work in progress and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the balance sheet date.

  • h. Investments in associates

An associate is an entity over which the Group has significant influence and which is neither a subsidiary nor an interest in a joint venture.

The Group uses the equity method to account for its investments in associates.

Under the equity method, investments (including goodwill) in associates are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate. The Group also recognizes the changes in the Group’s share of the equity of associates.

Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets and liabilities of an associate at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

When the Corporation subscribes for additional new shares of an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in the associate. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates accounted for using the equity method. If the Group’s ownership interest is reduced due to its additional subscription of the new shares of the associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.

  • 15 -

The entire carrying amount of an investment is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount (including goodwill). Any impairment loss recognized is not allocated to any asset that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

When the Group transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Group’s consolidated financial statements only to the extent of interests in the associate that are not related to the Group.

  • i. Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost less accumulated depreciation and accumulated impairment loss.

Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.

Except for freehold land which is not depreciated, the depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

  • j. Goodwill

Goodwill arising from the acquisition of a business is measured at cost as established at the date of acquisition of the business less accumulated impairment loss.

For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units or groups of cash-generating units (referred to as “cash-generating units”) that are expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually or more frequently whenever there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual period, that unit shall be tested for impairment before the end of the current annual period. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then pro rata to the other assets of the unit based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. Any impairment loss recognized for goodwill is not reversed in subsequent periods.

If goodwill has been allocated to a cash-generating unit and the Group disposes of an operation within that unit, the goodwill associated with the operation which is disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal and is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.

  • 16 -

  • k. Intangible assets

  • 1) Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis.

When the Group has a right to charge for the usage of concession infrastructure (as a consideration for providing construction services in a service concession arrangement), it recognizes this as an intangible asset. The intangible asset is subsequently measured at cost less accumulated amortization and any accumulated impairment loss.

  • 2) Internally-generated intangible assets - research and development expenditures

Expenditures on research activities are recognized as expenses in the period in which they are incurred.

  • 3) Derecognition of intangible assets

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

  • l. Impairment of property, plant and equipment, right-of-use assets, intangible assets other than goodwill and assets related to contract costs

At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and equipment, right-of-use assets and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

Before the Group recognizes an impairment loss from assets related to contract costs, any impairment loss on inventories and property, plant and equipment related to the contract applicable under IFRS 15 shall be recognized in accordance with applicable standards. Then, impairment loss from the assets related to the contract costs is recognized to the extent that the carrying amount of the assets exceeds the remaining amount of consideration that the Group expects to receive in exchange for related goods or services less the costs which relate directly to providing those goods or services and which have not been recognized as expenses. The assets related to the contract costs are then included in the carrying amount of the cash-generating unit to which they belong for the purpose of evaluating impairment of that cash-generating unit.

When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset, cash-generating unit or assets related to contract costs is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized on the asset, cash-generating unit or assets related to contract costs in prior years. A reversal of an impairment loss is recognized in profit or loss.

  • 17 -

m. Financial instruments

Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss (FVTPL)) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.

  • 1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • a) Measurement categories

Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at fair value through other comprehensive income (FVTOCI).

  • i. Financial assets at FVTPL

Financial assets are classified as at FVTPL when such financial assets are mandatorily classified at FVTPL.

Financial assets at FVTPL are subsequently measured at fair value, and any dividends or interest earned on such financial assets are recognized in other income and interest income, respectively; any remeasurement gains or losses on such financial assets are recognized in other gains or losses. Fair value is determined in the manner described in Note 29: Financial Instruments.

  • ii. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, notes receivable, accounts receivable, other receivables and refundable deposits are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

  • 18 -

Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:

  • i) Purchased or originated credit-impaired financial asset, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and

  • ii) Financial asset that is not credit impaired on purchase or origination but has subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.

A financial asset is credit impaired when one or more of the following events have occurred:

  • i) Significant financial difficulty of the issuer or the borrower;

  • ii) Breach of contract, such as a default;

  • iii) It is becoming probable that the borrower will enter bankruptcy or undergo a financial reorganization; or

  • iv) The disappearance of an active market for that financial asset because of financial difficulties.

Cash equivalents include time deposits with original maturities within 1 year from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • iii. Investments in equity instruments at FVTOCI

On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

  • b) Impairment of financial assets and contract assets

The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including accounts receivable), as well as contract assets.

The Group always recognizes lifetime expected credit losses (ECLs) for accounts receivable and contract assets. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition,

  • 19 -

the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

For internal credit risk management purposes, the Group considers the following situations as indications that a financial asset is in default (without taking into account any collateral held by the Group):

  • i. Internal or external information shows that the debtor is unlikely to pay its creditors.

  • ii. Financial asset is more than 90 days past due unless the Group has reasonable and corroborative information to support a more lagged default criterion.

The impairment loss of all financial assets is recognized in profit or loss by a reduction in their carrying amounts through a loss allowance account.

c) Derecognition of financial assets

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

2) Equity instruments

Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.

  • 3) Financial liabilities

  • a) Subsequent measurement

All financial liabilities are measured at amortized cost using the effective interest method.

  • b) Derecognition of financial liabilities

The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • 20 -

  • n. Provisions

Provisions are measured at the best estimate of the discounted cash flows of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

Warranties

Provisions for the expected cost of warranty obligations to assure that products comply with agreed-upon specifications are recognized on the date of sale of the relevant products at the best estimate by the management of the Corporation of the expenditures required to settle the Group’s obligations.

  • o. Revenue recognition

The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.

For contracts where the period between the date on which the Group transfers a promised good or service to a customer and the date on which the customer pays for that good or service is one year or less, the Group does not adjust the promised amount of consideration for the effects of a significant financing component.

  • 1) Revenue from the sale of goods

Revenue from the sale of goods comes from sales of information products. The Group recognizes income and accounts receivable in accordance with the terms stated in the contract.

The Group does not recognize revenue on materials delivered to subcontractors because this delivery does not involve a transfer of control.

2) Revenue from the rendering of services

As the Group provides hardware and software installation services, customers simultaneously receive and consume the benefits provided by the Group’s performance. Consequently, the related revenue is recognized when services are rendered.

3) Construction contract revenue

Customers control properties while the construction is in progress; thus, the Group recognizes revenue over time. The Group measures the progress on the basis of costs incurred relative to the total expected costs as there is a direct relationship between the costs incurred and the progress of satisfying the performance obligations. Contract assets are recognized during the construction and are reclassified to accounts receivable at the point at which the customer is invoiced. If the milestone payments exceed the revenue recognized to date, then the Group recognizes contract liabilities for the difference. Certain payments, which are retained by the customer as specified in the contract, are intended to ensure that the Group adequately completes all of its contractual obligations. Such retention receivables are recognized as contract assets until the Group satisfies its performance obligations.

When the outcome of a performance obligation cannot be reasonably measured, contract revenue is recognized only to the extent of contract costs incurred in satisfying the performance obligation for which recovery is expected.

  • 21 -

p. Leases

At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.

1) The Group as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.

2) The Group as lessee

The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for by applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the lessee’s incremental borrowing rate will be used.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in future lease payments resulting from a change in a lease term, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. For a lease modification that is not accounted for as a separate lease, the Group accounts for the remeasurement of the lease liability by (a) decreasing the carrying amount of the right-of-use asset of lease modifications that decreased the scope of the lease, and recognizing in profit or loss any gain or loss on the partial or full termination of the lease; (b) making a corresponding adjustment to the right-of-use asset of all other lease modifications. Lease liabilities are presented on a separate line in the consolidated balance sheets.

q. Borrowing costs

Borrowing costs are recognized in profit or loss in the period in which they are incurred.

  • r. Government grants

Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attached to them and that the grants will be received.

  • 22 -

Government grants related to income are recognized as a reduction of the related costs and expenses or in other income on a systematic basis over the periods in which the Group recognizes as expenses the related costs that the grants intend to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they are received.

  • s. Employee benefits

  • 1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

  • 3) Termination benefits

A liability for a termination benefit is recognized at the earlier of when the Group can no longer withdraw the offer of the termination benefit and when the Group recognizes any related restructuring costs.

  • t. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

  • 1) Current tax

Income tax payable (refundable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.

According to the Income Tax Law in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.

  • 23 -

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

  • 2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences, and research and development expenditures to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are recognized only to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and such temporary differences are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

3) Current and deferred taxes

Current and deferred taxes are recognized in profit or loss.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, management is required to make judgments, estimations, and assumptions on the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The Group considers the possible impact of the recent development of the COVID-19 in Taiwan and its economic environment implications when making its critical accounting estimates on cash flow projections, growth rate, discount rate, profitability, etc. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.

  • 24 -

Key Sources of Estimation Uncertainty

a. Write-down of inventories

The net realizable value of inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The estimation of net realizable value is based on current market conditions and historical experience in the sale of products of a similar nature. Changes in market conditions may have a material impact on the estimation of the net realizable value.

b. Construction contracts

Contract revenue and costs are recognized by reference to the stage of completion of each contract. The stage of completion of a contract is measured based on the proportion of contract costs incurred for work performed to date to the estimated total contract costs. Incentives and penalties stipulated in the contract are considered as variable consideration and should be included in the contract revenue only when it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

The estimated total contract costs and contractual items are assessed and determined by management, based on the nature of the work, expected sub-contracting charges, construction periods, processes, methods, etc., for each construction contract. Changes in these estimates might affect the calculation of the percentage of completion and related profit and loss from the construction contracts. See Note 23 for the details.

6. CASH AND CASH EQUIVALENTS

Cash on hand

Demand deposits

Checking accounts

Cash equivalents
Time deposits with original maturities of 3 months or less

Time deposits with original maturities of more than 3 months but
less than 1 year
December 31 December 31





2021
$ 9,611


1,649,905

1,080

800,550
691,597

$ 3,152,743
2020
$ 9,885
1,844,080
737
309,149

677,932
$ 2,841,783

The market rates intervals of cash in bank at the end of the reporting period were as follows:

Bank balance
December 31
2021
2020
0.001%-2.65% 0.001%-2.55%
  • 25 -

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets at fair value through profit or loss (FVTPL)-current
Financial assets mandatorily classified as at FVTPL
Non-derivative financial assets
Mutual funds
December 31 December 31
2021
$ 100,678
2020
$ -

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

Non-current
Investments in equity instruments at FVTOCI
Domestic investments
Unlisted shares
Foreign investments
Unlisted shares
December 31
2021
$ 48,697
$ 12,125

36,572
$ 48,697
2020
$ 39,098
$ -

39,098
$ 39,098

The Corporation invested in TIEF Fund, L.P. and Phoenix II Innovation Venture Capital Co., Ltd. for medium to long-term strategic purposes, and expects to make profit through long-term investments. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Corporation’s strategy of holding these investments for long-term purposes.

9. NOTES RECEIVABLE, ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES

Notes receivable
Operating

Less: Allowance for impairment loss


Accounts receivable
At amortized cost
Gross carrying amount

Less: Allowance for impairment loss

**December 31 ** **December 31 **





2021
$ 62,784

(199)

$ 62,585

$ 504,222

(16,923)

$ 487,299
2020
$ 234,591

(122)
$ 234,469
$ 655,119

(29,613)
$ 625,506
(Continued)
  • 26 -

Other receivables


Business tax

Others


Less: Allowance for impairment loss


**December 31 ** **December 31 **








2021
$ 100,186

26,850


127,036
(2,939)

$ 124,097
2020
$ 43,733

18,207
61,940

(2,939)
$ 59,001
(Concluded)

a. Notes receivable and accounts receivable

The average credit period of sales of goods was 30 to 180 days.

In order to minimize credit risk, the management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debt. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the management believes the Group’s credit risk was significantly reduced.

The Group measures the loss allowance for accounts receivable at an amount equal to lifetime ECLs. The expected credit losses on accounts receivable are estimated using a provision matrix prepared by reference to the past default experience of the customer, the customer’s current financial position, economic condition of the industry in which the customer operates, as well as the GDP forecasts and industry outlook. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Group’s different customer base.

The Group writes off an accounts receivable when there is evidence indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation. For accounts receivable that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

The following table details the loss allowance of notes receivable and accounts receivable based on the Group’s provision matrix:

December 31, 2021

Gross carrying amount

Loss allowance (Lifetime ECLs)


Amortized cost
Up to
30 Days
$ 140,496

(1,060)

$ 139,436
31 to 90
Days
$ 164,138

(1,748)

$ 162,390
91 to 180
Days
$ 158,049

(1,323)

$ 156,726
Over
180 Days
$ 104,323


(12,991)


$ 91,332
Total
$ 567,006

(17,122)
$ 549,884
  • 27 -

December 31, 2020

Gross carrying amount

Loss allowance (Lifetime ECLs)


Amortized cost
Up to
30 Days
$ 229,231

(2,015)

$ 227,216
31 to 90
Days
$ 290,073

(2,492)

$ 287,581
91 to 180
Days
$ 176,316

(851)

$ 175,465
Over
180 Days
$ 194,090


(24,377)


$ 169,713
Total
$ 889,710

(29,735)
$ 859,975

The movements of the loss allowance of notes receivable and accounts receivable were as follows:



Balance at January 1

Less: Amounts written off
Less: Net remeasurement of loss allowance
Foreign exchange gains and losses

Balance at December 31
For the Years Ended December 31 For the Years Ended December 31 For the Years Ended December 31



2021

$ 29,735

(4,165)
(8,414)
(34)

$ 17,122
2020
$ 29,689
-
(64)

110
$ 29,735

As of December 31, 2021 and 2020, the amounts of loss allowance which included individually impaired notes receivable and accounts receivable of debtors in significant financial difficulty were $8,151 thousand and $19,041 thousand, respectively. The expected credit losses recognized are the carrying amounts of notes receivable and accounts receivable. The Group does not hold any collateral over the balance of these notes receivable and accounts receivable.

10. INVENTORIES

Finished goods

Work in progress
Raw materials
Inventory in transit

December 31 December 31


2021
$ 24,406

929,233
442,055
53,961

$ 1,449,655
2020
$ 27,920
1,094,659
376,792

4,045
$ 1,503,416

The components of operating costs related to inventories are as follows:


Cost of goods sold

Inventory reversed

Sale of scraps
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2021
$ 7,816,372

$ (7,122)

$ (8,686)
2020
$ 7,025,359
$ (19,637)
$ (643)
  • 28 -

11. SUBSIDIARIES

a. Subsidiaries included in the consolidated financial statements

Investor
Investee
Nature of Activities
The Corporation
MIRTEK (BVI) CORP. LTD.
Investment
MIRLE AUTOMATION INTER
CORP. LTD.
Machinery installation construction,
automatic warehousing and logistics
equipment and cybernation equipment
construction
DAVID INVESTMENT CO., LTD.
Investment
FACTORY AUTOMATION
INTERNATIONAL CO., LTD.
Design of computer application package
software and sale of computer peripheral
equipment
MIRTEK (BVI) CORP. LTD.
Mirle Automation Technology
(Shanghai) Co., Ltd.
Developing, producing and selling of
various packing machines, labeling
machines, other food machinery,
components of thermoforming models
and automatic storage management
equipment, logistics, other automated
product systems and services and
computer and network system integration
and services
MIRLE HOLDING CO., LTD.
Investment
MIRLE HOLDING CO., LTD.
Mirle Automation (Kunshan) Co.,
Ltd.
Researching, developing and producing of
welding robots and their welding
equipment, automatic storage and
management equipment, logistics and
other automated product systems,
industrial controller products and systems
and providing industrial robot system,
visual inspection system and computer
and network system integrated
application services
DAVID INVESTMENT CO., LTD. IOT SERVICES INFORMATION
SYSTEM CORPORATION
Machinery and equipment manufacturing
and installation construction, wholesale
and retail sale of computing and business
machinery equipment
IOT SERVICES INFORMATION
SYSTEM CORPORATION
VAN QUOC INFORMATION
TECHNOLOGY CONSULTING
SERVICES CO., LTD.
Machinery and equipment installation
construction, wholesale and retail sale of
computing and business machinery
equipment
Proportion of Ownership (%)
**December 31 **
2021
2020
100
100
100
100
99
99
51
51
100
100
100
100
100
100
100
99
100
100

On August 10, 2020, the Corporation’s board of directors approved the capital increase of US$30 thousand in MIRTEK (BVI) CORP. LTD., remitted NT$891 thousand on August 20, 2020.

On November 9, 2020, the Corporation’s board of directors approved the reinvestment in Factory Automation International Co., Ltd. for an amount not more than NT$50,000 thousand. On December 25, 2020, the Corporation remitted NT$42,075 thousand to acquire 51% interest and obtained control of the aforementioned company. For more information, refer to Note 28.

On May 10, 2021, DAVID INVESTMENT CO., LTD. acquired 1% of the shares released by other shareholders of IOT SERVICES INFORMATION SYSTEM CORPORATION for NT$100 thousand, and the shareholding ratio increased from 99% to 100%.

On November 10, 2021, the Corporation’s board of directors approved the capital increase of NT$2,700 thousand in cash for 300 thousand ordinary shares of MIRLE AUTOMATION INTER CO., LTD.

Except for FACTORY AUTOMATION INTERNATIONAL CO., LTD., the consolidated financial statements of the subsidiaries for the years ended December 31, 2021 and 2020 were based on the audited financial statements of the subsidiaries for the same years. Management considers that even if these financial statements are to be reviewed, they would not have a significant impact on the Group.

  • 29 -

12. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Investments in associates
Material associates
MAIN DRIVE CORPORATION
Mirle Automation Technology (Guangdong) Co., Ltd.
December 31
2021
$ 34,310

10,681
$ 44,991
2020
$ 37,374

-
$ 37,374
a. Material associates
Name of Associate
MAIN DRIVE CORPORATION
Mirle Automation Technology (Guangdong) Co., Ltd.
Proportion of Ownership and
Voting Rights
**December 31 **
2021
2020
26.85%
27.61%
49%
-

Refer to Table 5 “Information on Investees” and Table 6 “Information on Investments in Mainland China” for the nature of activities, principal place of business and country of incorporation of the associate.

The Corporation subscribed for 3,928 thousand common shares of MAIN DRIVE CORPORATION for NT$39,280 thousand in cash after approval was obtained from the board of directors on May 11, 2020, which increased the proportion of ownership from 20.40% to 27.61%.

The Corporation subscribed for 2,485 thousand common shares of MAIN DRIVE CORPORATION for NT$24,850 thousand in cash after approval was obtained from the board of directors on May 12, 2021, which decreased the proportion of ownership from 27.61% to 26.85%.

The Corporation reinvested Mirle Automation Technology (Guangdong) Co., Ltd. with its own funds through Mirle Automation Technology (Shanghai) Co., Ltd. for RMB2,450 thousand in cash after approval was obtained from the board of directors on August 11, 2021. As of December 31, 2021, the shareholding ratio was 49%.

All the associates were accounted for using the equity method.

The summarized financial information below represents amounts shown in the associate’s financial statements prepared in accordance with IFRSs adjusted by the Group for equity accounting purposes.

MAIN DRIVE CORPORATION

Current assets

Non-current assets
Current liabilities
Non-current liabilities

Equity
December 31 December 31


2021
$ 110,941

140,606
(90,001)
(33,761)

$ 127,785
2020
$ 85,563
133,939
(43,255)

(40,880)
$ 135,367
(Continued)
  • 30 -
Proportion of the Group’s ownership
Equity attributable to the Group

Carrying amount


Operating revenue


Net loss for the year

Mirle Automation Technology (Guangdong) Co., Ltd.
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity
Proportion of the Group’s ownership
Equity attributable to the Group
Carrying amount
Operating revenue


Net profit for the year
**December 31 **
2021
2020
26.85%
27.61%
$ 34,310
$ 37,374
$ 34,310
$ 37,374
(Concluded)
For the Years Ended December 31





2021
2020
$ 24,824
$ 7,759
$ (107,582)
$ (84,344)
December 31,
2021
$ 30,510
-
(8,712)

-
$ 21,798
49%
$ 10,681
$ 10,681
2021
$ 9,278
$ 62
  • b. Except for Mirle Automation Technology (Guangdong) Co., Ltd, the share of profit or loss and other comprehensive income (loss) of the investments in the associate accounted for using the equity method for the years ended December 31, 2021 and 2020 were based on the associate’s audited financial statements for the same years. Management considers that even if these financial statements are to be reviewed, they would not have a significant impact on the Group.

13. PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT
Assets used by the Group

Assets leased under operating leases

**December 31 **


2021
$ 2,626,656

769


$ 2,627,425
2020
$ 2,448,940

513
$ 2,449,453
  • 31 -
Cost

Balance at January 1, 2021

Additions

Disposals

Transfers to assets leased under
operating leases

Reclassified

Effects of foreign currency exchange
differences


Balance at December 31, 2021


Accumulated depreciation


Balance at January 1, 2021

Depreciation expenses

Disposals

Transfers to assets leased under
operating leases

Effects of foreign currency exchange
differences


Balance at December 31, 2021


Accumulated impairment


Balance at January 1, 2021

Disposals


Balance at December 31, 2021


Carrying amount at December 31,
2021


Cost


Balance at January 1, 2020

Additions

Disposals

Transfers from assets leased under
operating leases

Transfers to assets used by the Group

Acquisitions through business
combinations

Reclassified

Effects of foreign currency exchange
differences


Balance at December 31, 2020


Accumulated depreciation


Balance at January 1, 2020

Depreciation expenses

Disposals

Transfers from assets leased under
operating leases

Transfers to assets used by the Group

Acquisitions through business
combinations

Effects of foreign currency exchange
differences


Balance at December 31, 2020


Accumulated impairment


Balance at January 1, 2020 and
December 31, 2020


Carrying amount at December 31,
2020
Assets Used by the Grou p Assets Lease
Operating
d under
Leases
Machinery
Equipment
$ -

-
-
1,142
-

-

$ 1,142

$ -

228
-
641

-

$ 869

$ -


-

$ -

$ 273

$ 18,018

-
-
-

(17,217 )
-
-

(801)

$ -

$ 1,756

-
-
-

(1,678 )
-

(78)

$ -

$ -

$ -
Total
-
$ 3,241,678
302,326
(43,012 )
-
-

(4,175)
$ 3,496,817
$ 787,567
120,681
(42,070 )
-

(1,214)
$ 864,964
$ 4,658

(230)
$ 4,428
$ 2,627,425
$ 2,991,390
295,492
(59,495 )
41,683

(41,683 )
452
-

13,839
$ 3,241,678
$ 708,376
117,358
(41,694 )
2,392

(2,392 )
367

3,160
$ 787,567
$ 4,658
$ 2,449,453
F


























































reehold Land

$ 179,901

-
-
-
-

-

$ 179,901

$ -

-
-
-

-

$ -

$ -


-

$ -

$ 179,901

$ 179,901

-
-
-
-
-
-

-

$ 179,901

$ -

-
-
-
-
-

-

$ -

$ -

$ 179,901
Buildings and
Ancillary
Equipment
$ 2,315,874

2,694
(3,516 )
-
24,411

(3,165)

$ 2,336,298

$ 532,869

64,351
(3,103 )
-

(521)

$ 593,596

$ -


-

$ -

$ 1,742,702

$ 2,280,414

4,640
(6,970 )
24,466
-
-
-

13,324

$ 2,315,874

$ 472,806

64,113
(6,970 )
714
-
-

2,206

$ 532,869

$ -

$ 1,783,005
Machinery
Equipment
T
$ 305,432

32,580

(26,881 )
(1,142 )
16,801

(192)

$ 326,598

$ 166,453

38,466

(26,659 )
(641 )

(62)

$ 177,557

$ 4,658


(230)

$ 4,428

$ 144,613

$ 296,809

33,431

(47,255 )
17,217
-
-
3,423

1,807

$ 305,432

$ 158,477

36,171

(30,487 )
1,678
-
-

614

$ 166,453

$ 4,658

$ 134,321
ransportation
Equipment
$ 48,849

5,038

(3,822 )

-
-

(392)

$ 49,943

$ 32,636

5,181

(3,633 )

-

(346)

$ 33,838

$ -


-

$ -

$ 16,105

$ 47,966

3,075

(2,381 )
-
-
-
-

189

$ 48,849

$ 29,476

4,925

(1,908 )
-
-
-

143

$ 32,636

$ -

$ 16,213
Office
Equipment

$ 90,879

12,690

(8,793 )
-
-

(353)

$ 94,423

$ 54,976

12,194

(8,675 )
-

(242)

$ 58,253

$ -


-

$ -

$ 36,170

$ 84,470

8,314

(2,889 )
-
-
452
-

532

$ 90,879

$ 44,773

11,832

(2,329 )
-
-
367

333

$ 54,976

$ -

$ 35,903
Leasehold
Improvement
$ 1,068

1,060

-
-
-

(71)

$ 2,057

$ 610

249

-
-

(46)

$ 813

$ -


-

$ -

$ 1,244

$ 1,127

-

-
-
-
-
-

(59)

$ 1,068

$ 374

259

-
-
-
-

(23)

$ 610

$ -

$ 458
Work in
Progress

$ 299,139

247,994
-
-
(41,212 )

-

$ 505,921

$ -

-
-
-

-

$ -

$ -


-

$ -

$ 505,921

$ 56,530

246,032
-
-
-
-
(3,423 )

-

$ 299,139

$ -

-
-
-
-
-

-

$ -

$ -

$ 299,139




















Buildings and
Ancillary
Equipment
$ 536

-
-
-

-

(2)

$ 534

$ 23

12
-
-

3

$ 38

$ -


-

$ -

$ 496

$ 26,155

-
-
-
(24,466 )
-

-

(1,153)

$ 536

$ 714

58
-
-
(714 )
-

(35)

$ 23

$ -

$ 513

Operating leases relate to leases of buildings and ancillary equipment and machinery equipment with lease terms between 1 and 10 years. The lessees do not have bargain purchase options to acquire the assets at the expiry of the lease periods.

The maturity analysis of lease payments receivable under operating lease payments was as follows:

Year 1
Year 2
Year 3
December 31


2021
$ 2,657

91

-

$ 2,748
2020
$ 119
119

89
$ 327

There was no indication of impairment on the Group’s property, plant and equipment for the years ended December 31, 2021 and 2020.

  • 32 -

The above items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:

Buildings and ancillary equipment 3-50 years Machinery equipment 2-20 years Transportation equipment 4-9 years Office equipment 2-10 years

The major component of the Group’s buildings comprises the main building of the plant and electromechanical power equipment, which are depreciated on a straight-line basis over their estimated useful lives of 40-50 years and 3-15 years, respectively.

14. LEASE ARRANGEMENTS

  • a. Right-of-use assets
Carrying amount
Land

Transportation equipment



Additions to right-of-use assets

Depreciation charge for right-of-use assets
Land

Buildings
Transportation equipment

December 31 December 31
2021
2020
$ 328,483
$ 356,843

5,560

3,990
$ 334,043
$ 360,833
For the Years Ended December 31



2021
$ 3,781

$ 28,012

-
2,211

$ 30,223
2020
$ 14,825
$ 29,078
453

1,132
$ 30,663

b. Lease liabilities

Carrying amount
Current

Non-current

Range of discount rate for lease liabilities was as follows:
Land
Transportation equipment
December 31

2021
2020
$ 25,931
$ 24,241
$ 234,484
$ 257,252
**December 31 **
2021
2020
1.92%-2.16%
1.92%-2.16%
1.44%
1.44%
  • 33 -

c. Material leasing activities and terms

The Group leases land and transportation equipment for office space and operational uses with lease terms of 9-50 years and 2-3 years, respectively. The Group does not have bargain purchase options to acquire the leasehold land and transportation equipment at the end of the lease terms.

d. Other lease information


Expenses relating to short-term leases

Expenses relating to low-value asset leases

Total cash outflow for leases
For the Years Ended For the Years Ended December 31





2021
$ 8,482


$ 141


$ (38,944)

2020
$ 10,515
$ 2,408
$ (43,798)

The Group’s leases of certain buildings and office equipment qualify as short-term leases and leases of certain office equipment qualify as low-value asset leases. The Group has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.

15. GOODWILL


Cost
Balance at January 1

Additional amounts recognized from business combinations that
occurred during the year (Note 28)
Effect of foreign currency exchange differences


Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31






2021
$ 43,906

-

(1,517)

$ 42,389
2020
$ 12,663
31,922

(679)
$ 43,906

16. OTHER INTANGIBLE ASSETS

Licenses and
Franchises

Cost


Balance at January 1, 2021
$ 9,389

Additions
-
Disposals
-
Effect of foreign currency exchange
differences

-

Balance at December 31, 2021
$ 9,389
Computer
Software
$ 56,043

5,157
(9,479)

(53)

$ 51,668
Others
$ 49,436

27,001


(1,945)

(112)


$ 74,380
Total
$ 114,868

32,158

(11,424)

(165)
$ 135,437
(Continued)
  • 34 -
Licenses and
Franchises
Accumulated amortization
Balance at January 1, 2021
$ 3,755

Amortization expenses
470
Disposals
-
Effect of foreign currency exchange
differences

-

Balance at December 31, 2021
$ 4,225

Carrying amount at December 31,
2021
$ 5,164


Cost


Balance at January 1, 2020
$ 9,389

Additions
-
Disposals
-
Effect of foreign currency exchange
differences

-

Balance at December 31, 2020
$ 9,389

Accumulated amortization
Balance at January 1, 2020
$ 3,286

Amortization expenses
469
Disposals
-
Effect of foreign currency exchange
differences

-

Balance at December 31, 2020
$ 3,755

Carrying amount at December 31,
2020
$ 5,634
Computer
Software
$ 29,024

14,089
(9,479)

(35)

$ 33,599

$ 18,069

$ 58,319

12,669
(15,158)

213

$ 56,043

$ 29,031

14,985
(15,129)

137

$ 29,024

$ 27,019
Others
$ 30,428

14,205


(1,945)

(37)


$ 42,651

$ 31,729

$ 39,103

10,068


-


265


$ 49,436

$ 23,118

7,208


-


102


$ 30,428

$ 19,008
Total
$ 63,207

28,764

(11,424)

(72)
$ 80,475
$ 54,962
$ 106,811

22,737

(15,158)

478
$ 114,868
$ 55,435

22,662

(15,129)

239
$ 63,207
$ 51,661
(Concluded)

The Group signed several power purchase agreements with Taiwan Power Company that would expire in 20 years starting from the date of interconnection of the electric generators. The gains for the years ended December 31, 2021 and 2020, which were recognized as other income, amounted to $2,452 thousand and $2,501 thousand, respectively.

Other intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:

Service concession arrangements 20 years
Computer software 3 years
Others 10 years

Other intangible assets pledged as collateral for bank borrowings are set out in Note 31.

  • 35 -

17. OTHER CURRENT ASSETS

Current
Payments in advance

Overpaid VAT

Prepayments for construction

Temporary payments
Prepayments foreign travel
Others


Non-current
Prepayments for investments
December 31 December 31





2021
$ 40,039

47,571
13,724
13,707
11,545
37,854

$ 164,440



$ -
2020
$ 11,465
59,448
37,386
22,074
8,882

36,894
$ 176,149
$ 10,000

The Corporation plans to invest in Phoenix II innovation Venture Capital Co., Ltd. and has injected capital of NT$10,000 thousand in 2020. As of December 31, 2020, the aforementioned company was approved for establishment on January 14, 2021.

18. BORROWINGS

  • a. Short-term bank loans
Unsecured borrowings
Working capital loan
December 31 December 31
2021
$ 300,000
2020
$ 300,000

The effective interest rate of the working capital loan was 0.51% as of December 31, 2021 and 2020.

  • b. Long-term bank loans
Unsecured borrowings
Bank loans - expiring before April 15, 2027

Less: Current portion


**December 31 ** **December 31 **



2021
$ 1,231,367

(42,724)

$ 1,188,643
2020
$ 1,063,967

(5,000)
$ 1,058,967

The effective interest rates of the long-term bank loans were 0.41%-0.50% and 0.41%-0.85% as of December 31, 2021 and 2020, respectively.

  • 36 -

19. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Bonuses

Salaries
Outsourcing fee
Purchases of equipment
Compensation of employees and remuneration of directors and
supervisors
Others

December 31 December 31


2021
$ 297,488

103,523
66,855
45,392
15,655
225,635

$ 754,548
2020
$ 264,388
111,281
17,179
15,539
14,672

172,279
$ 595,338

20. PROVISIONS - CURRENT

Warranties

Balance at January 1
Additional provisions recognized
Amount used
Effect of foreign currency exchange differences
Balance at December 31
**December ** **31 **
2021
2020
$ 11,626
$ 4,356
For the Year Ended December 31
2021
$ 4,356
30,736
(23,461)

5
$ 11,626
2020
$ 8,035
30,107
(33,805)

19
$ 4,356

The provision for warranty claims represents the present value of management’s best estimate of the future outflow of economic benefits that will be required under the Group’s obligations for warranties under contracts for the sale of goods. The estimate has been made on the basis of historical warranty trends and may vary as a result of new materials, altered manufacturing processes or other events affecting product quality.

21. RETIREMENT BENEFIT PLANS

  • a. Defined contribution plans

The Corporation, DAVID INVESTMENT CO., LTD., IOT SERVICES INFORMATION SYSTEM CORPORATION and FACTORY AUTOMATION INTERNATIONAL CO., LTD. adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, the Corporation makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

In accordance with the relevant local laws and ordinances, MIRLE AUTOMATION TECHNOLOGY (SHANGHAI) CO., LTD., MIRLE AUTOMATION (KUNSHAN) CO., LTD. and MIRLE AUTOMATION INTER CORP LTD. contribute a specific ratio of the local employees’ monthly salary to the pension funds of their respective countries.

  • 37 -

b. Defined benefit plans

The defined benefit plan adopted by the Corporation in accordance with the Labor Standards Act is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Corporation contributes amounts equal to 11% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Corporation assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Corporation is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Corporation has no right to influence the investment policy and strategy.

The amounts included in the consolidated balance sheets in respect of the Corporation’s defined benefit plans are as follows:

Present value of defined benefit obligation

Fair value of plan assets

Net defined benefit liabilities
December 31 December 31


2021
$ 559,090

(256,145)

$ 302,945
2020
$ 637,231
(330,841)
$ 306,390

Movements in net defined benefit liabilities were as follows:

Present Value
of the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets Liabilities
Balance at January 1, 2020 $ 683,329
$ (374,882)
$ 308,447
Service cost
Current service cost 3,830 - 3,830
Net interest expense (income)
5,125

(2,857)

2,268
Recognized in profit or loss
8,955

(2,857)

6,098
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (12,623) (12,623)
Actuarial loss
Changes in demographic assumptions 627 - 627
Changes in financial assumptions 14,141 - 14,141
Experience adjustments
9,024

-

9,024
Recognized in other comprehensive loss
(income)
23,792

(12,623)

11,169
Contributions from the employer
-

(19,324)

(19,324)
Benefits paid
(78,845)

78,845

-
Balance at December 31, 2020
637,231
(330,841)

306,390
Service cost
Current service cost 2,518 - 2,518
Net interest expense (income)
3,186

(1,680)

1,506
Recognized in profit or loss
5,704

(1,680)

4,024
(Continued)
  • 38 -
Present Value Present Value
of the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets Liabilities
Remeasurement
Return on plan assets (excluding amounts
included in net interest) $
-
$
(4,608)
$
(4,608)
Actuarial loss
Changes in demographic assumptions 14,423 - 14,423
Changes in financial assumptions (6,267) - (6,267)
Experience adjustments 17,534
-
17,534
Recognized in other comprehensive loss
(income) 25,690
(4,608)
21,082
Contributions from the employer -
(28,551)
(28,551)
Benefits paid (109,535)
109,535
-
Balance at December 31, 2021 $ 559,090
$ (256,145)
$ 302,945
(Concluded)

Through the defined benefit plans under the Labor Standards Act, the Corporation is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets shall not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the government or corporate bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plans’ debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated using the future salaries of plan participants. As such, an increase in the salaries of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations are as follows:

follows:
Discount rate
Expected rate of salary increase
December 31
2021
2020
0.625%
0.500%
4%
4%

If possible reasonable changes in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rate
0.25% increase
0.25% decrease
Expected rate of salary increase
0.25% increase
0.25% decrease
December 31
2021
$ (12,496)
$ 12,943
$ 12,323
$ (11,968)
2020
$ (14,143)
$ 14,670
$ 13,952
$ (13,533)
  • 39 -

The above sensitivity analysis may not be representative of the actual changes in the present value of the defined benefit obligation as it is unlikely that changes in assumptions will occur in isolation of one another as some of the assumptions may be correlated.

Expected contributions to the plans for the next year
Average duration of the defined benefit obligation
December 31 December 31
2021
$ 8,030
9.0 years
2020
$ 10,152
9.3 years

22. EQUITY

  • a. Share capital

1) Ordinary shares

Shares authorized (in thousands of shares)

Shares authorized

Shares issued and fully paid (in thousands of shares)

Shares issued
**December 31 ** **December 31 **



2021
250,000

$ 2,500,000

195,531

$ 1,955,312
2020

226,000
$ 2,260,000

195,531
$ 1,955,312

Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.

A total of 20,000 thousand ordinary shares are reserved for the exercise of employee share options, preferred shares with share options or bonds with attached share options.

b. Capital surplus

May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital (1)
Conversion of bonds

Treasury share transactions
May only be used to offset a deficit
Changes in percentage of ownership interests in subsidiaries (2)
Share of changes in capital surplus of associates (3)

December 31 December 31



2021
$ 234,579

19,150

2
1,233

$ 254,964
2020
$ 234,579
19,150
-

-
$ 253,729
  • 1) Such capital surplus may be used to offset a deficit; in addition, when the Corporation has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Corporation’s capital surplus and to once a year).

  • 40 -

  • 2) Such capital surplus arises from the effects of changes in ownership interests in subsidiaries resulting from equity transactions other than actual disposals or acquisitions or from changes in capital surplus of subsidiaries accounted for using the equity method.

  • 3) Pursuant to IAS 28, if the Corporation subscribes for the shares of its associates at a percentage different from its existing ownership percentage, causing the proportion of ownership to change but still having significant influence on the associate, its adjusted capital surplus may only be used to offset deficit.

  • c. Retained earnings and dividends policy

The shareholders of the Corporation held their regular meeting on July 29, 2021 and in that meeting, resolved the amendments to the Corporation’s Articles of Incorporation (the “Articles”). The board of directors is authorized to adopt a special resolution to distribute dividends and bonuses in cash and a report of such distribution should be submitted in the shareholders’ meeting.

Under the dividends policy as set forth in the amended Articles, where the Corporation made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Corporation’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders. If the surplus distribution is issued as cash dividends, the board of directors shall be authorized to distribute by special resolution and shall be reported to the shareholders' meeting.

In accordance with the Corporation’s Articles, the dividends policy is to enable the shareholders to have a share in the Group's profit, for continuous expansion of its business and stabilization of profitability. At least 30% of the dividends to be distributed to shareholders shall be allocated, and the total cash dividends paid in any given year should be at least 40% of total dividends distributed

Under the dividends policy as set forth in the Articles before the amendments, where the Corporation made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Corporation’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders.

In accordance with the Corporation’s Articles, the dividends policy is to enable the shareholders to have a share in the Group's profit, for continuous expansion of its business and stabilization of profitability. The total cash dividends paid in any given year should be at least 40% of total dividends distributed.

For the policies on the distribution of compensation of employees and remuneration of directors and supervisors after the amendment, refer to compensation of employees and remuneration of directors and supervisors in Note 24(h).

An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Corporation’s paid-in capital. The legal reserve may be used to offset deficits. If the Corporation has no deficit and the legal reserve has exceeded 25% of the Corporation’s paid-in capital, the excess may be transferred to capital or distributed in cash.

  • 41 -

The appropriations of earnings for 2020 and 2019, which were approved in the shareholders’ meetings on July 29, 2021 and June 12, 2020, respectively, were as follows:


Legal reserve

Special reserve

Cash dividends

Cash dividends per share (NT$)
Appropriation of Earnings Appropriation of Earnings Appropriation of Earnings
For the Year Ended December 31



2020
$ 50,131

$ (21,298)

$ 391,062

$ 2.0
2019
$ 67,020
$ 65,037
$ 488,828
$ 2.5

The appropriation of earnings for 2021, which were proposed by the Corporation’s board of directors on March 17, 2022, were as follows:

For the Year For the Year
Ended
December 31,
2021
Legal reserve $
50,681
Special reserve $
15,809
Cash dividends $ 430,169
Cash dividends per share (NT$) $
2.2

The above appropriation for cash dividends has been resolved by the Corporation’s board of directors; the other proposed appropriations will be resolved by the shareholders in their meeting to be held on June 9, 2022.

  • d. Special reserve

Balance at January 1

(Reversals) appropriations in respect of
(Reversal of) debits to other equity items

Balance at December 31
**For the Year Ended December 31 ** **For the Year Ended December 31 **


2021
2020
$ 173,348
$ 108,311
(21,298)

65,037
$ 152,050
$ 173,348

e. Other equity items

  • 1) Exchange differences on the translation of the financial statements of foreign operations

Balance at January 1

Recognized for the year
Exchange differences on the translation of the financial
statements of foreign operations

Other comprehensive (loss) income recognized for the year

Balance at December 31
For the Year Ended For the Year Ended December 31



2021
$ (144,404)

(16,410)

(16,410)

$ (160,814)
2020
$ (164,948)

20,544

20,544
$ (144,404)
  • 42 -

  • 2) Unrealized valuation gain (loss) on financial assets at FVTOCI


Balance at January 1
Recognized for the year
Unrealized gain (loss) - equity instruments
Other comprehensive income (loss) recognized for the year
Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2021
$ (7,645)


600


600

$ (7,045)
2020
$ (8,399)

754

754
$ (7,645)

f. Non-controlling interests


Balance at January 1
Share in profit for the year
Other comprehensive income (loss) during the year
Exchange differences on translating the financial statements of
foreign entities
Non-controlling interests arising from acquisition of subsidiaries
(see Note 28)
Acquisition of non-controlling interests in subsidiaries
Balance at December 31
For the Year Ended December 31 For the Year Ended December 31
2021
2020
$ 9,952
$ 182
3,506
17
(97)
(2)
-
9,755

(2)

-
$ 13,359
$ 9,952

23. REVENUE


Revenue from contracts with customers
Construction contract revenue

Revenue from the sale of goods
Revenue from the rendering of services


a. Contract balances
December 31,
2021
Notes receivable (Note 9)
$ 62,585

Accounts receivable (Note 9)
$ 487,299

Receivables from related parties (Note 30)
$ 2,083

Contract assets - current
Construction contracts
$ 2,950,299

Contract liabilities - current
Construction contracts
$ 1,338,964
For the Year Ended December 31 For the Year Ended December 31
2021
$ 7,125,743

2,210,170

525,490

$ 9,861,403

December 31,
2020
$ 234,469

$ 625,506

$ 1,993

$ 2,615,024

$ 1,676,671
2020
$ 5,297,339
3,182,940

428,386
$ 8,908,665
January 1,
2020
$ 98,022
$ 1,099,350
$ 4,000
$ 2,607,856
$ 1,520,694
  • 43 -

b. Disaggregation of customer contract revenue

For the years ended December 31, 2021
Type of goods or services
Construction contract revenue

Revenue from the sale of goods
Revenue from the rendering of services


For the years ended December 31, 2020
Type of goods or services
Construction contract revenue

Revenue from the sale of goods
Revenue from the rendering of services

Reportable Segments





Logistics
System
Segment
Information
and Controller
Segment
$ 6,709,552 $ 416,191
320,898
1,885,272

101,241

424,249

$ 7,131,691
$ 2,729,712

$ 4,595,372 $ 701,967
364,971
2,817,969

91,305

337,081

$ 5,051,648
$ 3,857,017
Total
$ 7,125,743

2,210,170

525,490
$ 9,861,403
$ 5,297,339

3,182,940

428,386
$ 8,908,665

24. NET PROFIT (LOSS) FROM CONTINUING OPERATIONS a. Other operating income and expenses


Loss (gain) on disposal of property, plant and equipment
Loss on disposal of other assets
b. Interest income
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2021
$ (537)


-

$ (537)
2020
$ 1,697

(29)
$ 1,668

Bank deposits
Others
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2021
$ 18,568


2,411

$ 20,979
2020
$ 22,214

785
$ 22,999
  • 44 -

c. Other income


Government grant income (Note 27)
Franchise income (Note 16)
Rental income
Others
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2021
$ 10,367
2,452
2,171

15,844
$ 30,834
2020
$ 12,533
2,501
542

40,950
$ 56,526

d. Other gains and losses


Net gain on fair value changes of financial assets at fair value
through profit or loss
Other net losses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2021
$ 384

(6,617)
$ (6,233)
2020
$ 204

(5,586)
$ (5,382)

e. Finance costs


Interest on bank loans
Interest on lease liabilities
Depreciation and amortization

Property, plant and equipment

Right-of-use assets
Other intangible assets


An analysis of depreciation by function
Operating costs

Operating expense

For the Year Ended For the Year Ended December 31
2021
$ 6,196

5,462
$ 11,658
For the Year Ended
2020
$ 7,792

5,864
$ 13,656
December 31





2021
$ 120,681

30,223
28,764

$ 179,668

$ 46,061

104,843

$ 150,904
2020
$ 117,358
30,663

22,662
$ 170,683
$ 43,553

104,468
$ 148,021
(Continued)

f. Depreciation and amortization

  • 45 -

An analysis of amortization by function
Operating costs

Selling and marketing expense
General and administrative expense
Research and development expense
Other expense

**For the Year Ended ** **For the Year Ended ** **December 31 **


2021
$ 7,242

1,711
15,308
4,033
470

$ 28,764
2020
$ 5,246
1,521
10,395
5,031

469
$ 22,662
(Concluded)

g. Employee benefits expense

Employee benefits expense

Post-employment benefits (Note 21)
Defined contribution plans

Defined benefit plans

Termination benefits
Other employee benefits

Total employee benefits expense

An analysis of employee benefits expense by function
Operating costs

Operating expenses

**For the Year Ended December 31 **






2021
$ 50,037

4,024

54,061
3,824
1,647,207

$ 1,705,092

$ 969,733

735,359

$ 1,705,092
2020
$ 45,519

6,098
51,617
4,347

1,420,537
$ 1,476,501
$ 743,621

732,880
$ 1,476,501

h. Employees’ compensation and remuneration of directors and supervisors

According to the Corporation’s Articles, the Corporation accrues compensation of employees and remuneration of directors and supervisors at rates of no less than 1% and no higher than 2%, respectively, of net profit before income tax, compensation of employees, and remuneration of directors and supervisors. The compensation of employees and the remuneration of directors and supervisors for the years ended December 31, 2021 and 2020, which were approved by the Corporation’s board of directors on March 17, 2022 and March 18, 2021, respectively, are as follows:

Accrual rate


Compensation of employees
Remuneration of directors and supervisors
Amount

Compensation of employees
Remuneration of directors and supervisors
For the Year Ended December 31 For the Year Ended December 31
2021
2020
1%
1%
1.5%
1.5%
For the Year Ended December 31
2021
Cash
$ 6,254
9,382
2020
Cash
$ 5,863
8,795
  • 46 -

If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.

There is no difference between the actual amounts of compensation of employees and remuneration of directors and supervisors paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2020 and 2019.

Information on the compensation of employees and remuneration of directors and supervisors resolved by the Corporation’s board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.

25. INCOME TAXES RELATING TO CONTINUING OPERATIONS

  • a. Income tax recognized in profit or loss

Major components of income tax expense are as follows:

For the Year Ended December 31
2021
2020
Current tax
In respect of the current year
$ 125,875
$ 88,500
Adjustments for prior year
(40,677)
(24,111)
Deferred tax
In respect of the current year

-

-
Income tax expense recognized in profit or loss
$ 85,198
$ 64,389
A reconciliation of accounting profit and income tax expense is as follows:
For the Year Ended December 31
2021
2020
Profit before tax from continuing operations
$ 616,600
$ 577,773
Income tax expense calculated at the statutory rate
$ 123,320
$ 115,555
Nondeductible expenses in determining taxable income
4,890
6,337
Item that should be reduce
(2,386)
(28,183)
Unrecognized temporary differences
(14,995)
(22,679)
Effect of different tax rates of group entities operating in other
jurisdictions
15,046
17,470
Adjustments for prior years’ tax

(40,677)

(24,111)
Income tax expense recognized in profit or loss
$ 85,198
$ 64,389
b. Current tax liabilities
December 31
2021
2020
Current tax liabilities
Income tax payable
$ 162,977
$ 160,823
For the Year Ended For the Year Ended December 31
2020
$ 88,500
(24,111)

-
$ 64,389
December 31



2021
2020
$ 616,600
$ 577,773
$ 123,320
$ 115,555
4,890
6,337
(2,386)
(28,183)
(14,995)
(22,679)
15,046
17,470
(40,677)

(24,111)
$ 85,198
$ 64,389
**December 31 **
2021
$ 162,977
2020
$ 160,823
  • 47 -

c. Deferred tax assets

The movements of deferred tax assets were as follows:

For the year ended December 31, 2021

Deferred tax assets
Temporary differences
Associates

For the year ended December 31, 2020
Deferred tax assets
Temporary differences
Associates
Opening
Balance
Recognized in
Profit or Loss
$ 7,779
$ -

Opening
Balance
Recognized in
Profit or Loss
$ 7,779
$ -
Closing
Balance
$ 7,779
Closing
Balance
$ 7,779
  • d. Deductible temporary differences, unused loss carryforwards and unused investment credits for which no deferred tax assets have been recognized in the consolidated balance sheets
Deductible temporary differences
Deferred revenue
**December ** **31 **
2021
$ 382
2020
$ 364
  • e. The aggregate amount of temporary differences associated with investments for which deferred tax liabilities have not been recognized

As of December 31, 2021 and 2020, the taxable temporary differences associated with investments in subsidiaries and branches for which no deferred tax liabilities have been recognized were $141,387 thousand and $139,017 thousand, respectively.

  • f. Income tax assessments

The income tax returns through 2019 have been assessed by the tax authorities.

26. EARNINGS PER SHARE

Unit: NT$ Per Share


Basic earnings per share
Diluted earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31

2021
$ 2.70

$ 2.70
2020
$ 2.63
$ 2.62
  • 48 -

The earnings and weighted average number of ordinary shares outstanding used in the computation of earnings per share were as follows:

Net Profit for the Year


Profit for the year attributable to shareholders of the Corporation

Earnings used in the computation of basic earnings per share

Effect of potentially dilutive ordinary shares

Compensation of employees


Earnings used in the computation of diluted earnings per share
For the Year Ended For the Year Ended December 31





2021
$ 527,896


527,896


-


$ 527,896
2020
$ 513,367

513,367

-
$ 513,367

The weighted average number of ordinary shares outstanding (in thousands of shares) was as follows:


Weighted average number of ordinary shares used in the
computation of basic earnings per share
Effect of potentially dilutive ordinary shares

Compensation of employees


Weighted average number of ordinary shares used in the
computation of diluted earnings per share
For the Year Ended For the Year Ended December 31



2021
195,531

169


195,700
2020
195,531

199

195,730

The Group may settle the compensation of employees in cash or shares; therefore, the Group assumes that the entire amount of the compensation will be settled in shares, and the resulting potential shares are included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

27. GOVERNMENT GRANTS

The Corporation applied for subsidies from the Ministry of Economic Affairs under “Salary and Working Capital of Businesses with Financial Difficulties in the Manufacturing and Technical Service Industries Affected by Severe Pneumonia with Novel Pathogens” in 2020, which was available for application from April 2020 to June 2020. The amount of subsidies allocated to the Corporation, recognized as government grant income, was NT$67,635 thousand, and as of December 31, 2020, the decrease in the accumulated salary expenses decreased recognized was NT$57,285 thousand and other income recognized was NT$10,350 thousand.

The Corporation participated in a project proposed by the Ministry of Economic Affairs called “Smart Measuring Technology Applied to 3D Curved Glass Manufacturing Process”, with the Institute for Information Industry in June 2020. The amount of subsidy provided by the Ministry of Economic Affairs was NT$12,893 thousand. As of June 30, 2021, the case has been closed, and the accumulated government grant income recognized was NT$12,419 thousand.

  • 49 -

28. BUSINESS COMBINATIONS

  • a. Subsidiaries acquired
Proportion of
Voting Equity
Interests Consideration
Subsidiary Principal Activity Date of Acquisition
Acquired (%)

Transferred
Factory Design of computer December 25, 2020 51 $ 42,075
Automation application package
International software and sale of
Co., Ltd. computer and
peripheral equipment

In 2020, the Group acquired 51% of the equity of Factory Automation International Co., Ltd. Refer to Note 11 for the details.

  • b. Consideration transferred
FACTORY
AUTO-
MATION
INTER-
NATIONAL
CO., LTD.
Cash $ 42,075
Assets acquired and liabilities assumed at the date of acquisition
FACTORY
AUTO-
MATION
INTER-
NATIONAL
CO., LTD.
Current assets
Cash and cash equivalents $ 18,945
Other current assets 1,353
Non-current assets
Property, plant and equipment 85
Refundable deposits 50
Non-current liabilities
(525)
$ 19,908
  • c. Assets acquired and liabilities assumed at the date of acquisition

The initial accounting for the acquisition of FACTORY AUTOMATION INTERNATIONAL CO., LTD. was only provisionally determined at the end of the year. The tax bases of FACTORY AUTOMATION INTERNATIONAL CO., LTD. assets were required to be reset based on the market values of the assets. At the date of issuance of these consolidated financial statements, the necessary market valuations and other calculations have not been finalized, and they have, therefore, only been provisionally determined based on management’s best estimate of the likely tax values.

  • 50 -

d. Goodwill recognized on acquisitions

FACTORY
AUTO-
MATION
INTER-
NATIONAL
CO., LTD.
Consideration transferred $ 42,075
Plus: Non-controlling interests 9,755
Less: Fair value of identifiable net assets acquired (19,908)
Goodwill recognized on acquisitions $ 31,922

The goodwill recognized in the acquisitions of FACTORY AUTOMATION INTERNATIONAL CO., LTD. mainly represents the control premium included in the cost of the combinations. In addition, the consideration paid for the combinations effectively included amounts attributed to the benefits of expected synergies, revenue growth, future market development and the assembled workforces of FACTORY AUTOMATION INTERNATIONAL CO., LTD. These benefits are not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.

  • e. Net cash (outflow) inflow on the acquisition of subsidiaries
FACTORY
AUTO-
MATION
INTER-
NATIONAL
CO., LTD.

Consideration paid in cash

$ (42,075)
Less: Cash and cash equivalent balances acquired
18,945
$ (23,130)
  • f. Impact of acquisitions on the results of the Group

The financial results of the acquirees since the acquisition dates, which are included in the consolidated statements of comprehensive income, are as follows:

FACTORY
AUTO-
MATION
INTER-
NATIONAL
CO., LTD.
Revenue $ -
Net loss for the year $ -
  • 51 -

Had FACTORY AUTOMATION INTERNATIONAL CO., LTD. concluded the acquisition at the beginning of 2020, the Group’s revenue would have been $8,913,777 thousand, and the profit would have been $508,431 thousand for the year ended December 31, 2020. This pro-forma information is for illustrative purposes only and is not necessarily an indication of the revenue and results of operations of the Group that actually would have been achieved had the acquisition been completed at the beginning of the acquisition year, 2020, nor is it intended to be a projection of future results.

In determining the pro-forma revenue and profit of the Group had FACTORY AUTOMATION INTERNATIONAL CO., LTD. been acquired at the beginning of the financial year, the management considered the following:

  • 1) The fair values of property, plant and equipment, rather than their carrying amounts recognized in the respective pre-acquisition financial statements at the initial accounting for the business combination, were used as the basis for the depreciation of property, plant and equipment.

  • 2) Borrowing costs were estimated based on the financial status, credit rating and debt/equity position of the Group after the business combination

29. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments not measured at fair value

The management believes that except for the financial assets at amortized cost whose fair values cannot be reliably measured, the carrying amounts of the other financial assets and financial liabilities approximate their fair values.

  • b. Fair value of financial instruments measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2021

Financial assets at FVTPL
Mutual funds

Financial assets at FVTOCI
Investments in equity instruments
Domestic unlisted shares

Foreign unlisted shares


December 31, 2020
Financial assets at FVTOCI
Investments in equity instruments
Foreign unlisted shares
Level 1
$ 100,078

$ -

-

$ -

Level 1
$ -
Level 2
$ -

$ -

-

$ -

Level 2
$ -
Level 3
$ -

$ 12,125

35,572

$ 48,697

Level 3
$ 39,098
Total
$ 100,078

$ 12,125

35,572

$ 48,697

Total
$ 39,098

There were no transfers between Levels 1 and 2 in the current and prior years.

  • 52 -

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

Financial Assets
Balance at January 1

Recognized in other comprehensive income

Purchases

Cash returns


Balance at December 31
Financial Assets at FVTOCI Financial Assets at FVTOCI Financial Assets at FVTOCI
Equity Instruments








2021
$ 39,098

600
10,000

(1,001)

$ 48,697
2020
$ 39,316
754
-

(972)
$ 39,098
  • 3) Valuation techniques and inputs applied for Level 3 fair value measurement

The fair value of unlisted shares is estimated based on the financial statements of the issuer of such shares or based on the observable price of stock of comparable companies at the end of the period. The estimated fair value is further evaluated by comparing the financial position and financial performance of the issuer with the comparable companies and by applying the implied value multiplier to the estimated price at the balance sheet date.

  • c. Categories of financial instruments
Financial assets
FVTPL
Mandatorily classified as at FVTPL

Amortized cost
Cash and cash equivalents
Notes receivable (including related parties)
Accounts receivable (including related parties)
Other receivables (including related parties)
Refundable deposits
Financial assets at FVTOCI
Equity instruments
Financial liabilities
Amortized cost
Short-term bank loans
Notes payable
Accounts payable (including related parties)
Accrued expenses and other current liabilities
Long-term bank loans (including current portion)
Lease liabilities
Guarantee deposits received
December 31
2021
2020
$ 100,078
$ -
3,152,743
2,841,783
63,060
234,554
488,907
627,414
124,477
59,001
102,094
127,937
48,697
39,098
300,000
300,000
107,786
63,447
3,096,316
2,646,476
754,548
595,338
1,231,367
1,063,967
260,415
281,493
318
318
  • d. Financial risk management objectives and policies

The Group’s financial risk management objectives are to manage market risk, credit risk and liquidity risk relating to the operations of the Group. To reduce the related financial risks, the Group is committed to identify, evaluate and avoid the uncertainty of the market to reduce the potentially negative effects of market volatility on the Group’s financial performance.

  • 53 -

The Group’s important financial activities were reviewed by the management in accordance with relevant regulations and internal control system. During the execution of the financial plans, the Group strictly complied with the relevant financial operating procedures.

1) Market risk

The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below).

There had been no change to the Group’s exposure to market risks or the manner in which these risks were managed and measured.

a) Foreign currency risk

Several subsidiaries of the Group have foreign currency denominated sales and purchases, which expose the Group to foreign currency risk.

The Group’s main operating activities are foreign currency denominated sales and purchases, which expose the Group to the risk of exchange rate changes.

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities are set out in Note 33.

Sensitivity analysis

The Group is mainly exposed to the USD, RMB and the JPY.

The following table details the Group’s sensitivity to a 5% increase and decrease in the New Taiwan dollar (i.e., the functional currency) against the relevant foreign currencies. The sensitivity analysis included outstanding foreign currency denominated monetary items and adjusted their translation at the end of the reporting period for a 5% change in foreign currency rates. The sensitivity analysis included cash and cash equivalents, accounts receivable, accounts payable, and short-term bank loans. A negative number below indicates a decrease in pre-tax profit associated with the New Taiwan dollar strengthening 5% against the relevant currency. For a 5% weakening of the New Taiwan dollar against the relevant currency, there would be an equal and opposite impact on pre-tax profit and the balances below would be positive.

Profit or loss
USD Impact
For the Year Ended
December 31
2021
2020
$ (107,895 ) $ (109,430 )
RMB Impact
For the Year Ended
December 31
2021
2020
$ (3,689 ) $ (8,686 )
JPY Impact
For the Year Ended
December 31
2021
2020
$ 362 $ (412 )

The Group’s sensitivity to exchange rates decreased during the year, mainly due to the decrease in the exchange rate of the USD and the decrease in time deposits denominated in RMB.

b) Interest rate risk

The Group is exposed to interest rate risk because entities in the Group borrow funds at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix of fixed and floating rate borrowings and using interest rate swap contracts and forward interest rate contracts. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetites ensuring the most cost-effective hedging strategies are applied.

  • 54 -

The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the year were as follows:

Fair value interest rate risk

Financial assets

Financial liabilities

Cash flow interest rate risk

Financial assets

Financial liabilities
December 31
2021
2020


$ 1,492,147
$ 987,081

-
-



1,649,905
1,844,080

1,791,782
1,645,460

Sensitivity analysis

The sensitivity analysis below was determined based on the Group’s exposure to interest rates for both derivative and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was prepared assuming the amount of each liability outstanding at the end of the reporting period was outstanding for the whole year. A 5% increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 1% higher and all other variables were held constant, the Group’s pre-tax profit for the years ended December 31, 2021 and 2020 would have decreased by $17,918 thousand and $16,455 thousand, respectively, which was mainly attributable to the Group’s exposure to cash flow interest rate risk on its variable-rate borrowings.

The Group’s sensitivity to interest rates changed during the current year mainly due to the increase in variable-rate debt instruments.

2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk, which would cause a financial loss to the Group due to the failure of counterparties to discharge an obligation and financial guarantee provided by the Group arises from the carrying amount of the respective recognized financial assets as stated in the consolidated balance sheets.

The Group’s concentration of credit risk was 42.39% and 45.77% of total accounts receivable as of December 31, 2021 and 2020, respectively, which was attributable to the Group’s ten largest customers in the property construction business segment. The concentration of credit risk of the remaining accounts receivable was not significant.

3) Liquidity risk

The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

  • 55 -

  • a) Liquidity and interest rate risk tables for non-derivative financial liabilities

The following table details the Group’s remaining contractual maturities for its non-derivative financial liabilities with agreed upon repayment periods. The table have been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The tables include both interest and principal cash flows.

Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed upon repayment dates.

To the extent that interest flows are at floating rates, the undiscounted amount was derived from the interest rate curve at the end of the reporting period.

December 31, 2021

On Demand or Less
than 1 Month
Non-interest bearing (Note)
$ 465,590

Lease liabilities
2,528
Variable interest rate liabilities

-

$ 468,118
1-3 Months
3 Months to 1 Year

$ 1,191,682
$ 296,919

5,055
22,752
6,705

336,019

$ 1,203,442
$ 655,690
1+ Years
$ 50,886
277,838

1,188,643

$ 1,517,367

Further information on the maturity analysis of the above financial liabilities was as follows:

Less than 1
Year
1-5 Years
Lease liabilities
$ 30,335 $ 127,619
Variable interest rate
liabilities

342,724
1,172,619

$ 373,059
$ 1,300,238

December 31, 2020
On Demand or Less
than 1 Month
Non-interest bearing (Note)
$ 296,636

Lease liabilities
2,383
Variable interest rate liabilities

-

$ 299,019
5-10 Years

$ 96,859

16,024

$ 112,883

1-3 Months
$ 1,021,433
4,693
-
$ 1,026,126
10-15 Years 15-20 Years
$ 53,360 $ -

-

-
$ 53,360
$ -
3 Months to 1 Year

$ 205,625

21,117

305,000

$ 531,742

20+ Years
$ -

-
$ -
1+ Years
$ 43,485
287,104

1,058,967
$ 1,389,556
20+ Years
$ -

-
$ -

Further information on the maturity analysis of the above financial liabilities was as follows:

Lease liabilities

Variable interest rate
liabilities

Less than 1
Year
$ 28,193

305,000

$ 333,193
1-5 Years
$ 112,625

992,004

$ 1,104,629
5-10 Years

$ 112,935

66,963

$ 1,798,898
10-15 Years
$ 61,544

-

$ 61,544
15-20 Years
$ -

-

$ -
20+ Years
$ -

-
$ -

Note: Non-interest bearing liabilities do not include estimated accounts payable.

  • 56 -

b) Financing facilities

Long-term bank loan facilities:
Amount used

Amount unused


Short-term bank loan facilities:
Amount used

Amount unused

**December 31 ** **December 31 **





2021
$ 1,231,367

1,473,113

$ 2,704,480

$ 1,166,812

3,787,748

$ 4,954,560
2020
$ 1,063,967

1,649,313
$ 2,713,280
$ 988,825

4,520,666
$ 5,509,491

30. TRANSACTIONS WITH RELATED PARTIES

Balances and transactions between the Corporation and its subsidiaries, which are related parties of the Corporation, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below:

a. Related party name and relationship

Related Party Name

Related Party Category

MAIN DRIVE CORPORATION MIRLE AUTOMATION TECHNOLOGY (GUANGDONG) CO., LTD. I-MEI FOODS CO., LTD. I-MEI JISHENG CO., LTD. I-MEI BIOMEDICINE CO., LTD. I-MEI MACROBIOTICS CO., LTD. JIANXUE RESTAURANT CO., LTD. I-MEI STORE COMPANY LTD. I-ME-I INFORMATION TECHNOLOGY CO., LTD.

OPENFIND INFORMATION TECHNOLOGY INC.

SHINE MEI FOODS MARKETING & DISTRIBUTION CO., LTD. SOUTH POLE FOODS CO., LTD. GOLDEN SADDLE MACHINERY CO., LTD.

Associate Associate

Key management personnel Subsidiary of key management personnel Subsidiary of key management personnel Subsidiary of key management personnel Subsidiary of key management personnel Substantive related party Substantive related party

Substantive related party

Substantive related party

Substantive related party Substantive related party

  • b. Operating transactions

Sales

Associates
Substantive related parties
Key management personnel

Subsidiaries of key management personnel
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31




2021
$ 21,455

6,006
1,998

123

$ 29,582
2020
$ 2,453
6,689
7,547

463
$ 17,152

(Continued)

  • 57 -

Purchases
Associates
Manufacturing expenses
Associates
Operating expenses
Substantive related parties
Associates
Other losses
Associates
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **





2021
$ 16,555

$ 60

$ 645


165

$ 810

$ -
2020
$ 5,181
$ -
$ 871

79
$ 950
$ 16
(Concluded)
  • Lease arrangements the Group is lessor - Lease arrangements the Group is lessor under operating leases

The Group leases out plant, parking spaces and dormitories to its associate, MAIN DRIVE CORPORATION, under operating leases with lease terms of 1 year. As of December 31, 2021, the balance of the operating lease receivable was $2,536 thousand. The amounts of lease income recognized for the year ended December 31, 2021 were as follows:

Related Party Category
Associates
MAIN DRIVE CORPORATION
Acquisition of other assets

Related Party Category/Name
Line Items

Substantive related parties
Other intangible
assets
For the Year
Ended
December 31,
2021
$ 1,811
Purchase Price
For the Year
Ended
December 31,
2021
$ 79

The products sold to related parties and purchases from related parties have no other suitable counterparties to compare with, so the collection and payment term are the same as general customers. Manufacturing expenses and operating expenses of the Group and related parties are outsourcing fee, management and support expenses, which are based on the prices decided by both parties and payment terms.

  • 58 -

For the acquisition of other intangible assets between the Corporation and related parties, the transaction price and payment terms shall be negotiated by both parties.

  • c. Balances on the balance sheet date
Contract assets
Substantive related party
Accounts receivable from related parties
Substantive related parties
I-MEI STORE COMPANY LTD.
I-ME-I INFORMATION TECHNOLOGY CO., LTD.
Others
Key management personnel
Associates
Subsidiaries of key management personnel
Notes receivable from related parties
Substantive related parties
I-MEI STORE COMPANY LTD.
Key management personnel
I-MEI FOODS CO., LTD.
Other receivables from related parties
Associates
MAIN DRIVE CORPORATION
Accounts payable to related parties
Associates
MAIN DRIVE CORPORATION
Accrued expenses and other current liabilities
Associates
Substantive related parties
**December ** **31 **











2021
$ -

$ 1,550

1
-
50
7

-

$ 1,608

$ 255


220

$ 475

$ 380

$ 13,133

$ 63


-

$ 63
2020
$ 1,000
$ 784
880
29
172
-

43
$ 1,908
$ -

85
$ 85
$ -
$ 5,278
$ 83

25
$ 108

No collateral is provided for the outstanding payables to related parties, which will be paid off by cash. The outstanding accounts receivable from related parties are unsecured. For the years ended December 31, 2021 and 2020, no impairment losses were recognized for the accounts receivable from related parties.

  • 59 -

d. Remuneration of key management personnel

The remuneration of directors and the key management personnel for the years ended December 31, 2021 and 2020 was as follows:


Short-term employee benefits
Post-employment benefits
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2021
$ 63,567


1,708

$ 65,275
2020
$ 54,992

1,983
$ 56,975

The remuneration of directors and key executives, as determined by the remuneration committee, is based on the performance of individuals and market trends.

31. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets had been pledged or mortgaged as collateral mainly for bank borrowings:

Other intangible assets **December ** **31 **
2021
$ 5,164
2020
$ 5,634

32. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

The Group’s significant commitments and contingencies as of December 31, 2021 were as follows:

The balance of endorsements/guarantees provided by the Corporation for Mirle Automation Technology (Shanghai) Co., Ltd, Mirle Automation (Kunshan) Co., Ltd. and Mirle Automation Inter Corp. Ltd. were $470,560 thousand, $110,720 thousand and $83,040 thousand, respectively.

33. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Group’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies of the entities in the Group and the related exchange rates between the foreign currencies and the respective functional currencies were as follows:

(In thousands of foreign currencies)


Financial assets


Monetary items

USD

USD

JPY

RMB

EUR
December 31, 2021
Foreign
Currency
Exchange Rate




$ 84,408
27.68 (USD:NTD)

105
6.3674 (USD:RMB)

155,405
0.2405 (JPY:NTD)

22,853
4.344 (RMB:NTD)

325
31.32 (EUR:NTD)
(Continued)
  • 60 -

Financial liabilities


Monetary items

USD

USD

JPY

RMB

EUR

CAD


Financial assets


Monetary items

USD

USD

JPY

RMB

EUR


Financial liabilities


Monetary items

USD

USD

JPY

RMB

EUR

CAD
December 31, 2021
Foreign
Currency
Exchange Rate




$ 6,449
27.68 (USD:NTD)

1,031
6.3674 (USD:RMB)

185,531
0.2405 (JPY:NTD)

5,870
4.344 (RMB:NTD)

376
31.32 (EUR:NTD)

1
21.62 (CAD:NTD)
(Concluded)
December 31, 2020
Foreign
Currency
Exchange Rate




$ 78,427
28.48 (USD:NTD)

84
6.5249 (USD:RMB)

199,920
0.2763 (JPY:NTD)

43,954
4.377 (RMB:NTD)

582
35.02 (EUR:NTD)





1,580
28.48 (USD:NTD)

959
6.5249 (USD:RMB)

170,073
0.2763 (JPY:NTD)

4,264
4.377 (RMB:NTD)

81
35.02 (EUR:NTD)

9
22.35 (CAD:NTD)

For the years ended December 31, 2021 and 2020, realized and unrealized net foreign exchange losses were $79,604 thousand and $130,769 thousand, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the entities in the Group.

34. SEPARATELY DISCLOSED ITEMS

  • a. Information on significant transactions:

  • 1) Financing provided to others (Table 1)

  • 2) Endorsements/guarantees provided (Table 2)

  • 61 -

  • 3) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures) (Table 3)

  • 4) Marketable securities acquired or disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (None)

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital (None)

  • 6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (None)

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (None)

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (None)

  • 9) Trading in derivative instruments (None)

  • 10) Other: Intercompany relationships and significant intercompany transactions (Table 4)

  • b. Information on investees (Table 5)

  • c. Information on investments in mainland China:

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the year, repatriations of investment income, and limit on the amount of investment in the mainland China area (Table 6)

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses (Table 7)

  • d. Information of major shareholders: List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 8)

35. SEGMENT INFORMATION

Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on the types of goods sold, which is measured on the same basis as the Group’s consolidated financial statements. The reported segments of the consolidated financial statements are the automatic production line and equipment segment and the information and controller segment.

  • 62 -

a. Segment revenue and results

Automatic production line and
equipment segment
Information and controller
segment
Total amount from continuing
operations
Unallocated amount:
Operating expenses
Other gains and losses
Non-operating income and
expenses
Income before income tax
Segment Revenue
For the Year Ended
December 31
2021
2020
$ 7,131,691
$ 5,051,648
2,729,712
3,857,017
$ 9,861,403
$ 8,908,665

Segment Income Segment Income
For the Year Ended
December 31


2021
$ 7,131,691

2,729,712

$ 9,861,403





2021
$ 1,550,125


494,906

2,045,031

(1,353,096)
(537)

(74,798)

$ 616,600
2020
$ 1,513,681

369,625
1,883,306
(1,216,004)

1,592

(91,121)
$ 577,773

The revenue reported above is generated from transactions with external customers. There were no sales between segments for the years ended December 31, 2021 and 2020.

Segment profit refers to the profit earned by various segments, which exclude allocated operating expenses, other gains and losses and non-operating income and expenses. These measured amounts will be reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance.

b. Segment assets

The measured amounts of the Group’s assets were not reported to the chief operating decision maker, so the measured amount of segment assets was zero.

c. Revenue from major products and services

The following is an analysis of the Group’s revenue from continuing operations from its major products and services:


LCD devices

Information product systems
Robot operating systems
Automatic storage systems
Industrial controllers
Semiconductor equipment

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2021
$ 3,571,569

2,086,282
577,610
1,805,118
643,430
1,177,394

$ 9,861,403
2020
$ 3,037,621
3,013,867
813,960
812,941
843,150

387,126
$ 8,908,665
  • 63 -

d. Geographical information

The Group’s revenue from continuing operations from external customers by location of operations and information about its non-current assets by location of assets are detailed below:

China

Taiwan
Others

Revenue from External
Customers
For the Year Ended
December 31
2021
2020
$ 4,625,118 $ 3,920,932
4,858,024
4,719,807

378,261

267,926

$ 9,861,403
$ 8,908,665
Non-current Assets Non-current Assets
**December 31 **


2021
$ 4,625,118
4,858,024

378,261

$ 9,861,403



2021
$ 777,695

2,183,255

518

$ 2,961,468
2020
$ 790,539

2,018,741

1,006
$ 2,810,286

Non-current assets exclude financial assets at fair value through other comprehensive income -non-current, investments accounted for using the equity method, intangible assets, deferred income tax assets, prepayments for equipment, refundable deposits and prepayments for investments.

  • e. Information on major customers

Customers that individually contributed 10% or more to the Group’s revenue were as follows:

Customer Name
Customer FJ

Customer P
For the Year Ended December 31 For the Year Ended December 31
2021
Amount
%
$ 2,017,469 20.46
859,573 8.72
2020
Amount
%
$ 1,367,222 15.35
2,103,561 23.61
  • 64 -

TABLE 1

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Lender Borrower Financial
Statement Account
Related
Party
Highest Balance
for the Period
(Note 4)
Ending Balance
(Note 4)
Actual Amount
Borrowed
Interest Rate
(%)
Nature of
Financing
(Note 2)
Business
Transaction
Amount
Reasons for
Short-term
Financing
Allowance for
Impairment
Loss
Collateral Collateral Financing Limit
for Each
Borrower
(Note 1)
Aggregate
Financing Limit
(Note 3)

Note
Item Value
0
1
MIRLE AUTOMATION
CORPORATION
Mirle Automation Technology
(Shanghai) Co., Ltd.
Mirle Automation
(Kunshan) Co.,
Ltd.
Mirle Automation
(Kunshan) Co.,
Ltd.
Other receivables
from related
parties
Other receivables
from related
parties
Yes
Yes
$ 286,704
347,520
$ 286,704
347,520
$ -
76,841
3
-
2
2
$ -
-
Working capital
Working capital
$ -

-
-
-
$ -
-
$ 1,680,154
506,710
$ 1,680,154
506,710
-
-

Note 1: The total amount of financing provided to others shall not exceed 40% of the net value of the Group’s net value based on its most recent audited or reviewed financial statements. However, foreign companies in which the Group directly and indirectly held 100% of the voting shares are not subject to the preceding restrictions in the preceding requirement, but their total amount of financing provided to others shall not exceed 40% of the Group’s net value.

Note 2: Nature of financing:

  1. For business

  2. For short-term financing

Note 3: The total amount of financing provided to others shall not exceed 40% of the Group’s net value in its most recent audited or reviewed financial statements. The total amount of financing provided by Mirle Automation Technology (Shanghai) Co., Ltd. to others shall not exceed 40% of its net value in its most recent audited or reviewed financial statements.

Note 4: Financing limit approved by the board of directors.

  • 65 -

TABLE 2

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Endorser/Guarantor Endorsee/Guarantee Endorsee/Guarantee Limit on
Endorsement/
Guarantee
Given on
Behalf of
Each Party
(Note 3)

Maximum
Amount
Endorsed/
Guaranteed
During the
Period
Outstanding
Endorsement/
Guarantee at
the End of the
Period


Actual
Amount
Borrowed
Amount
Endorsed/
Guaranteed
by Collateral
Ratio of
Accumulated
Endorsement/
Guarantee to
Net Equity in
Latest
Financial
Statements
(%)

Aggregate
Endorsement/
Guarantee
Limit
(Note 3)

Endorsement/
Guarantee
Given by
Parent on
Behalf of
Subsidiaries

Endorsement/
Guarantee
Given by
Subsidiaries
on Behalf of
Parent

Endorsement/
Guarantee
Given on
Behalf of
Companies in
Mainland
China
Name Relationship
MIRLE AUTOMATION
CORPORATION
Mirle Automation Technology
(Shanghai) Co., Ltd.
Mirle Automation Technology
(Kunshan) Co., Ltd.
MIRLE AUTOMATION INTER
CORP. LTD.
Note 1
Note 1
Note 2
$ 1,260,116
1,260,116
1,260,116
$ 470,560

110,720

83,040
$ 470,560

110,720

83,040
$ -

-

23,666
$ -

-

-
11
3
2
$ 2,100,193
2,100,193
2,100,193
Yes
Yes
Yes
No
No
No
Yes
Yes
No

Note 1: The Corporation’s indirect wholly-owned subsidiaries.

Note 2: The Corporation’s direct wholly-owned subsidiaries.

Note 3: The amount of guarantees provided by the Group to any individual entity shall not exceed 10% of the Group’s net worth. The aggregate amount of guarantees available shall not exceed 50% of the Group’s net worth. The aggregate amount of guarantees given by the parent company on behalf of subsidiaries or subsidiaries on behalf of the parent company shall not exceed 30% of the Group’s net worth.

  • 66 -

TABLE 3

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

MARKETABLE SECURITIES HELD DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Holding Company Name Type and Name of Marketable Securities Relationship with the
Holding Company
Financial Statement Account December 31, 2021 December 31, 2021 Note
Number of
Shares
(In Thousands)
Carrying
Amount
Percentage of
Ownership (%)
Fair Value
Mirle Automation Corporation TIEF FUND, L.P. - Financial assets at fair value through
other comprehensive income -
non-current
1,500 $ 36,572 7 $ 36,572 Note 1
TSUKUBASEIKO CO., LTD. - Financial assets at fair value through
profit or loss- non-current
143 - 4 - Note 1
PHOENIX II INNOVATION VENTURE
CAPITAL CO., LTD.
- Financial assets at fair value through
other comprehensive income -
non-current
1,000 12,125 2 12,125 Note 1
UNION MONEY MARKET FUND - Financial assets as fair value through
profit or loss-current
3,752 50,035 - 50,035 Note 2
JIH SUN MONEY MARKET FUND - Financial assets as fair value through
profit or loss-current
3,339 50,043 - 50,043 Note 2
MIRTEK (BVI) CORP. LTD. AMERICAN MERCHANTS HEAT CO.,
LTD.
- Financial assets at fair value through
other comprehensive income -
non-current
1,654 - 6 - Note 1

Note 1: The market value was based on the fair value as of December 31, 2021.

Note 2: The fair value was based on the net assets value of the fund as of December 31, 2021.

Note 3: As of December 31, 2021, the above marketable securities had not been pledged or mortgaged.

Note 4: See Tables 5 and 6 for detailed information on subsidiaries and associates.

  • 67 -

TABLE 4

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Investee Company Counterparty Relationship
(Note 1)
Transaction Details Transaction Details
Financial Statement Account Amount Payment Terms
(Note 2)
% of Total Sales
or Assets
0 MIRLE AUTOMATION CORPORATION Mirle Automation Technology (Shanghai)
Co., Ltd.
1
1
1
1
1
1
1
1
Sales
Purchase
Manufacturing expenses
Contract assets
Accounts receivable from related parties
Other receivables from related parties
Contract liabilities
Accounts payable to related parties
$ 81,250
38,841
1,011
31,849
23,293
10,342
2,184
5,974
-
-
-
-
-
-
-
-
1
-
-
-
-
-
-
-
IOT SERVICES INFORMATION
SYSTEM CORPORATION
1
1
1
1
1
1
1
1
Sales
Purchase
Manufacturing expenses
Other expenses
Contract expenses
Accounts receivable from related parties
Accounts payable to related parties
Accrued expenses and other current liabilities
4,645
3,677
11,981
40,192
782
1,164
4,734
45,922
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Mirle Automation (Kunshan) Co., Ltd. 1
1
1
Sales
Disposal of property, plant and equipment
Other receivables from related parties
5,788
1,519
8
-
-
-
-
-
-
VAN QUOC INFORMATION
TECHNOLOGY CONSULTING SERVICES
CO., LTD.
1 Sales 1,090 - -
MIRLE AUTOMATION INTER CO., LTD. 1
1
Sales
Accounts receivable from related parties
3
1,190
-
-
-
-
FACTORY AUTOMATIONI
INTERNATIONALCO.,LTD.
1
1
Purchase
Accounts payable to related parties
4,050
2,835
-
-
-
-
1 Mirle Automation Technology (Shanghai)
Co., Ltd.
Mirle Automation (Kunshan) Co., Ltd. 3
3
3
3
Sales
Purchase
Accounts payable to related parties
Other receivable from related parties
8,365
96,724
173
76,895
-
-
-
-
-
1
-
1
FACTORY AUTOMATION
INTERNATIONAL CO., LTD.
3
3
3
Sales
Accounts receivable from related parties
Accounts payable to related parties
312
309
193
-
-
-
-
-
-
2 Mirle Automation (Kunshan) Co., Ltd. MIRLE AUTOMATION INTER CORP.
LTD.
3
3
Sales
Accounts receivable from related parties
14,290
11,297
-
-
-
-
3 MIRLE AUTOMATION INTER CO., LTD. VAN QUOC INFORMATION
TECHNOLOGY CONSULTING SERVICES
CO., LTD.

3
Accounts payable to related parties 166 - -

Note 1: 1 represents transactions between the parent company and its subsidiaries, 3 represents transactions between subsidiaries.

Note 2: Sales and purchases between the parent company and its subsidiaries are handled in accordance with general sales and payment terms.

  • 68 -

TABLE 5

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Company Investee Company Location Main Businesses and Products Original Investment Amount Original Investment Amount As of December 31, As of December 31, 2021 Net Income
(Loss) of the
Investee
Share of
Profit (Loss)
Note
December 31,
2021
December 31,
2020
Number of
Shares
% Carrying
Amount
MIRLE AUTOMATION
CORPORATION
MIRTEK (BVI) CORP.
LTD.
DAVID INVESTMENT
CO., LTD
IOT SERVICES
INFORMATION
SYSTEM
CORPORATION
MIRTEK (BVI) CORP. LTD.
DAVID INVESTMENT CO., LTD
MIRLE AUTOMATION INTER
CORP. LTD.
FACTORY AUTOMATION
INTERNATIONAL CO., LTD.
FORMOSA MEDICAL DEVICES
INC.
MAIN DRIVE CORPORATION
MIRLE HOLDING CO., LTD.
IOT SERVICES INFORMATION
SYSTEM CORPORATION
VAN QUOC INFORMATION
TECHNOLOGY CONSULTING
SERVICES CO., LTD.
British Virgin Islands
Taipei City
Thailand
Taipei City
Taipei City
Hsinchu County
Seychelles
Taipei City
Vietnam
Investment
Investment
Machinery installation construction, automatic
warehousing and logistics equipment and
cybernation equipment construction
Computer application package software design,
computer and peripheral equipment sales
Medical equipment wholesale and retail
Machinery and equipment manufacturing and
installation construction, wholesale and retail sale of
computing and business machinery equipment
Investment
Machinery and equipment manufacturing and
installation construction, wholesale and retail sale of
computing and business machinery equipment
Machinery and equipment manufacturing and
installation construction, wholesale and retail sale of
computing and business machinery equipment
$ 951,348
76,000
103,921
42,075
21,911
97,130
544,745
76,100
15,520
$ 951,348

76,000

101,221

42,075

21,911

72,280

544,745

76,000

15,520

29,641

-

10,300

1,275

2,523

9,713

17,000

7,610

-
100
99
100
51
21
26.85
100
100
100
$ 1,736,303
79,355
74,853
45,722
-
34,310
470,775
79,452
25,016
$ 40,256

4,492

(7,170)

7,147

-

(107,582)

(47,128)

4,492

979
$ 40,036

4,486

(7,170)

3,647

-

(29,147)

(47,128)

4,492

979
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Note 2
Associate
Second-tier subsidiary
Second-tier subsidiary
Third-tier subsidiary

Note 1: Refer to Table 6 for information on investments in mainland China.

Note 2: FORMOSA MEDICAL DEVICES INC. was dissolved on May 27, 2020, but the liquidation procedures have not yet been completed.

  • 69 -

TABLE 6

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee Company Main Businesses and Products Paid-in Capital Method of
Investment

Accumulated
Outward
Remittance for
Investment
from Taiwan
as of
January 1, 2021
Remittance of Funds Remittance of Funds Accumulated
Outward
Remittance for
Investment
from Taiwan
as of
December 31,
2021
Net Income
(Loss) of the
Investee
% Ownership
of Direct or
Indirect
Investment
Investment
Gain (Loss)
Carrying
Amount as of
December 31,
2021
Accumulated
Repatriation of
Investment
Income as of
December 31,
2021

Outward
Inward
Mirle Automation Technology
(Shanghai) Co., Ltd.
Mirle Automation (Kunshan)
Co., Ltd.
Mirle Automation Technology
(Guangdong) Co., Ltd.
Developing, producing and selling of
various packing machines, labeling
machines, other food machinery,
components of thermoforming models
and automatic storage management
equipment, logistics, other automated
product systems and services and
computer and network system
integration and services
Researching, developing and producing
of welding robots and their welding
equipment, automatic storage and
management equipment, logistics and
other automated product systems,
industrial controller products and
systems and providing industrial robot
system, visual inspection system and
computer and network system
integrated application services
Selling and manufacturing of industrial
automatic control system devices;
technical services, development,
consulting, communication, transfer
and promotion; electronic components
and electromechanical component
equipment manufacturing and selling;
hardware research development,
manufacturing and wholesale;
electronic product sales; distribution
switcher control equipment
manufacturing, power transmission
and distribution and control equipment
manufacturing; motor and its control
system research and development;
servo control mechanism
manufacturing and sales;
electromechanical coupling system
research and development; electrical
equipment manufacturing; intelligent
control system integration.
US$ 1,323
ten thousand
(Note 2)
US$ 1,700
ten thousand
(Note 4)
US$ 38
ten thousand
(Note 2)
Note 1
Note 1
Note 1
US$ 1,161
ten thousand
(Note 3)
US$ 1,700
ten thousand
-
$ -
-

-
$ -

-

-
US$ 1,161
ten thousand
US$ 1,700
ten thousand

-
$ 87,471
(47,128)

62
100
100
49
$ 87,471
(Note 5)
(47,128)
(Note 5)
31
(Note 5)
$ 1,264,863
470,775
10,681
$ -

-

-

(Continued)

  • 70 -

(Concluded)

Accumulated Outward Remittance
for Investments in Mainland China
as of
December 31, 2021
Investment Amount Authorized by
the Investment Commission,
MOEA
Upper Limit on the Amount of
Investments Stipulated by the
Investment Commission, MOEA
US$2,861 ten thousand US$3,156 ten thousand $ 2,520,232
  • Note 1: By establishing MIRTEK (BVI) CORP. LTD. through investment in the third region and then invested in companies in mainland china.

  • Note 2: Accumulated outward remittance for investment from Taiwan is US$790 ten thousand, the amount of retained earnings transferred to ordinary shares is US$295 ten thousand and the investment amount of Xinji Photoelectric Co., Ltd. is US$238 ten thousand. After that, the Corporation acquired full ownership of Mirle Automation Technology (Shanghai) Co., Ltd. through MIRTEK (BVI) CORP. LTD.

  • Note 3: Accumulated outward remittance for investment from Taiwan is US$790 ten thousand. The Corporation obtained the shares of Mirle Automation Technology (Shanghai) Co., Ltd. by paying US$371 ten thousand to Xinji Photoelectric Co., Ltd.

  • Note 4: Accumulated outward remittance for investment from Taiwan is US$1,700 ten thousand. The Corporation invested and established MIRLE HOLDING CO., LTD. through MIRTEK (BVI) CORP. LTD.; meanwhile, the Corporation acquired full ownership of Mirle Automation (Kunshan) Co., Ltd. through MIRLE HOLDING CO., LTD.

  • Note 5: Calculated by reviewed financial statements of the investees for the same reporting periods as those of the Group.

  • Note 6: Calculated by unreviewed financial statements of the investees for the same reporting periods as those of the Group.

  • 71 -

TABLE 7

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

SIGNIFICANT TRANSACTIONS WITH INVESTEE COMPANIES IN MAINLAND CHINA, EITHER DIRECTLY OR INDIRECTLY THROUGH A THIRD PARTY, AND THEIR PRICES, PAYMENT TERMS, AND UNREALIZED GAINS OR LOSSES

FOR THE YEAR ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee Company Transaction Type Purchase/Sale Purchase/Sale Price Transaction Details Transaction Details Notes/Accounts Receivable
(Payable)
Notes/Accounts Receivable
(Payable)

Unrealized
(Gain) Loss
Note
Amount % Payment Terms Comparison with Normal
Transactions
Ending Balance
%
Mirle Automation Technology
(Shanghai) Co., Ltd.
Mirle Automation (Kunshan) Co.,
Ltd.
Mirle Automation Technology
(Guangdong) Co., Ltd.
Sales
Purchase
Sales
Property transaction
Purchase
$ 81,250
38,841
5,788
1,519
19,053
1
1
0.1
-
0.2
Calculated
according to
the contract
Calculated
according to
the contract
Calculated
according to
the contract
Calculated
according to
the contract
Calculated
according to
the contract
Based on mutual agreement
Based on mutual agreement
Based on mutual agreement
Based on mutual agreement
Based on mutual agreement
No other equivalent transactions for
comparison
No other equivalent transactions for
comparison
No other equivalent transactions for
comparison
No other equivalent transactions for
comparison
No other equivalent transactions for
comparison
$ 23,293
(5,974)
-
-
-
9
0.2
-
-
-
$ -
-
-
106
-
None
None
None
None
None
  • 72 -

TABLE 8

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

INFORMATION ABOUT MAIN SHAREHOLDERS DECEMBER 31, 2021

No. Name Shares
Number of Shares Held Ownership Percentage
1 I-MEI FOODS CO., LTD. 11,496,066 5.87%

Note: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Group as of the last business day for the current quarter. The share capital in the consolidated financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.

  • 73 -